S-4

As filed with the Securities and Exchange Commission on June 6, 2013

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ANCESTRY.COM LLC

(Exact name of registrant parent guarantor as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

7379

(Primary Standard Industrial Classification Code Number)

37-1708583

(IRS Employer Identification No.)

ANCESTRY.COM INC.

(Exact name of registrant issuer as specified in its charter)

and the other Guarantor Registrants Listed in the Table Below

Delaware

(State or other jurisdiction of incorporation or organization)

7379

(Primary Standard Industrial Classification Code Number)

26-1235962

(IRS Employer Identification No.)

360 West 4800 North

Provo, UT 84604

(801) 705-7000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

William Stern

General Counsel and Corporate Secretary

360 West 4800 North

Provo, UT 84604

(801) 705-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Stuart H. Gelfond, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

212-859-8000

Approximate date of commencement of proposed sale to public:

As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price (1)	Amount of registration fee (2)
11.00% Senior Notes due 2020	$300,000,000	100%	$300,000,000 (1)	$40,920
Guarantees of 11.00% Senior Notes due 2020	$300,000,000	(3)	(3)	(3)
Total Registration Fee	—	—	—	$40,920

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) of the Securities Act of 1933.

(2) The registration fee has been calculated pursuant to Rule 457(f) under the Securities Act of 1933.

(3) No separate filing fee is required pursuant to Rule 457(n) under the Securities Act.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor as Specified in its Charter (1)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Ancelux 3 S.à r.l.	Luxembourg	7379	N/A
Ancelux 4 S.à r.l.	Luxembourg	7379	N/A
Ancestry Information Operations Company	Ireland	7379	98-1021610
Ancestry International DNA Company	Ireland	7379	98-1051928
Ancestry International Holdings LLC	Delaware	7379	45-3073953
Ancestry International LLC	Delaware	7379	30-0758095
Ancestry Ireland DNA LLC	Delaware	7379	N/A
Ancestry US Holdings Inc.	Delaware	7379	46-1199319
Ancestry.com DNA, LLC	Delaware	7379	27-5466780
Ancestry.com Operations Inc.	Delaware	7379	87-0392473
Anvilire	Ireland	7379	N/A
Anvilire One	Ireland	7379	N/A
iArchives, Inc.	Utah	7379	87-0532363
TGN Services, LLC	Delaware	7379	26-4646580
We’re Related, LLC	Delaware	7379	N/A

(1) The address for each of the additional registrant guarantors is c/o Ancestry.com LLC, 360 West 4800 North, Provo, UT 84604.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 6, 2013

PROSPECTUS

Ancestry.com Inc.

Exchange Offer for $300,000,000

11.00% Senior Notes due 2020

Ancestry.com Inc., a Delaware corporation, or the “Issuer”, is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, $300,000,000 of its outstanding 11.00% Senior Notes due 2020, which were issued on December 28, 2012 and which are referred to herein as the initial notes, for a like aggregate amount of the Issuer’s registered 11.00% Senior Notes due 2020, which are referred to herein as the exchange notes. The initial notes were issued and the exchange notes will be issued under an indenture dated as of December 28, 2012.

Terms of the exchange offer

It will expire at 5:00 p.m., New York City time, on                     , 2013, unless we extend it.

If all the conditions to this exchange offer are satisfied, the Issuer will exchange all of the initial notes that are validly tendered and not withdrawn for the exchange notes.

You may withdraw your tender of initial notes at any time before the expiration of this exchange offer.

The exchange notes that the Issuer will issue you in exchange for your initial notes will be substantially identical to your initial notes except that, unlike your initial notes, the exchange notes will have no transfer restrictions or registration rights.

The exchange notes that the Issuer will issue you in exchange for your initial notes are new securities with no established market for trading.

We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated quotation system.

We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

Before participating in this exchange offer, please refer to the section in this prospectus entitled “Risk Factors” commencing on page 17.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for unregistered notes where those unregistered notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 180 days we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

The date of this prospectus is                     , 2013.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		17
FORWARD-LOOKING STATEMENTS		43
RATIO OF EARNINGS TO FIXED CHARGES		45
USE OF PROCEEDS		46
CAPITALIZATION		47
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		48
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA		53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		57
BUSINESS		87
MANAGEMENT		96
EXECUTIVE COMPENSATION		100
PRINCIPAL STOCKHOLDERS		108
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		110
THE EXCHANGE OFFER		111
DESCRIPTION OF EXCHANGE NOTES		119
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES		177
PLAN OF DISTRIBUTION		178
BOOK-ENTRY, DELIVERY AND FORM		179
LEGAL MATTERS		182
EXPERTS		183
INDEPENDENT AUDITORS		184
WHERE YOU CAN FIND MORE INFORMATION		185
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

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EMERGING GROWTH COMPANY STATUS

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” See “Risk Factors—Risks Related to Our Business—As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.”

Section 107 of the JOBS Act allows us to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As a result, we may delay the adoption of such standards until those standards would otherwise apply to private companies. As an “emerging growth company,” we have elected to delay adoption of new or revised accounting standards applicable to public companies until such pronouncements are made applicable to private companies.

We may remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws.

MARKET DATA

In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this market data from independent industry publications, other publicly available information and third-party surveys conducted on our behalf. Although we believe that these sources are reliable, we have not independently verified and do not guarantee the accuracy and completeness of this information. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but completeness of such information is not guaranteed. We take responsibility for compiling and extracting, but we have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. Forecasts are particularly likely to be inaccurate, especially over long periods of time. While we are not aware of any misstatements regarding market data, industry data and forecasts presented herein, estimates in such information involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus.

EXPLANATION OF CERTAIN FINANCIAL MATTERS

We present non-GAAP revenues, adjusted EBITDA and free cash flow as non-U.S. GAAP financial measures in various places throughout this prospectus. We believe non-GAAP revenues, adjusted EBITDA and free cash flow are useful to investors as supplemental measures to evaluate the overall operating performance of our business. Non-GAAP revenues, adjusted EBITDA and free cash flow are financial data that are not calculated in accordance with U.S. GAAP. Under “Summary—Summary Historical Consolidated and Unaudited Pro Forma Condensed Combined Financial Data,” we provide a reconciliation of these non-U.S. GAAP financial measures to total revenues or net income (loss), the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. We prepare non-GAAP revenues, adjusted EBITDA and free cash flow to eliminate the impact of items that we do not consider indicative of our core operating performance. We encourage you to evaluate these adjustments and the reasons we consider them appropriate, as well as the material limitations on non-U.S. GAAP measures.

Our management uses non-GAAP revenues, adjusted EBITDA and free cash flow as measures of operating performance; for planning purposes, including the preparation of our annual operating budget; to allocate

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resources to enhance the financial performance of our business; to evaluate the effectiveness of our business strategies; and in communications with our Operating Committee concerning our financial performance. Adjusted EBITDA together with non-GAAP revenues has also been used as a financial performance objective in determining the bonus pool under our recent performance incentive programs. Management believes that the use of non-GAAP revenues, adjusted EBITDA and free cash flow provides consistency and comparability with our past financial performance, facilitates period to period comparisons of operations and also facilitates comparisons with other peer companies, many of which use similar non-U.S. GAAP financial measures to supplement their U.S. GAAP results. Management believes that it is useful to exclude non-cash charges such as purchase accounting adjustments, depreciation, amortization, impairment of intangible assets and stock-based compensation from the calculation of non-GAAP revenues, adjusted EBITDA and free cash flow because (i) the amount of such non-cash expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions, full amortization of previously acquired tangible and intangible assets or the timing of new stock-based awards, as the case may be. Management also believes it is useful to exclude Transaction-related expenses from the calculation of adjusted EBITDA and free cash flow because such expenses do not correlate to the underlying performance of our business and are non-recurring.

Although non-GAAP revenues, adjusted EBITDA and free cash flow are frequently used by investors and securities analysts in their evaluations of companies, non-GAAP revenues, adjusted EBITDA and free cash flow each have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under U.S. GAAP.

Some of these limitations are:

• non-GAAP revenues do not include the impact of purchase accounting adjustments, which are intended to reflect the fair value of the recognized deferred revenue at the date of the Transaction;

• adjusted EBITDA and free cash flow do not reflect our future requirements for contractual commitments and adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures;

• adjusted EBITDA and free cash flow do not reflect changes in, or cash requirements for, our working capital;

• adjusted EBITDA does not reflect interest income or interest expense;

• adjusted EBITDA does not reflect cash requirements for income taxes;

• adjusted EBITDA and free cash flow do not reflect the non-cash component of employee compensation;

• although depreciation, amortization and impairment of intangible assets and acquired in-process research and development are non-cash charges, the assets being depreciated or amortized will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for these replacements; and

• other companies in our industry may calculate non-GAAP revenues, adjusted EBITDA, free cash flow or similarly titled measures differently than we do, limiting their usefulness as comparative measures.

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PROSPECTUS SUMMARY

This summary provides an overview of selected information and does not contain all the information you should consider. Before making a decision to participate in this exchange offer, you should carefully read the entire prospectus, including the sections of this prospectus entitled “Risk Factors,” “Capitalization,” “Selected Consolidated Historical Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements of Ancestry.com LLC and the related notes appearing elsewhere in this prospectus.

Unless otherwise indicated or as the context otherwise requires, in this prospectus:, (i) the “Issuer” refers to Ancestry.com Inc., a Delaware corporation, the issuer of the notes; (ii) the “Predecessor” refers to Ancestry.com Inc. and its consolidated subsidiaries; (iii) “Parent” refers to Ancestry.com LLC, a Delaware limited liability company, and the indirect parent company of the Issuer; (iv) the “Company,” “Ancestry.com,” the “Successor,” “we,” “us” and “our” refer to Parent and its consolidated subsidiaries; and (v) “Sponsors” refers to Permira Advisers LLC, Spectrum Equity Investors V, the co-investors and each of their affiliates, but not including any of their portfolio companies.

The term “initial notes” refers to the 11.00 % Senior Notes due 2020 that were issued on December 28, 2012 in a private offering. The term “exchange notes” refers to the 11.00 % Senior Notes due 2020 offered with this prospectus. The term “notes” refers to the initial notes and the exchange notes, collectively. The initial notes were issued and the exchange notes will be issued under an indenture dated as of December 28, 2012.

Business

Overview

Ancestry.com is the world’s largest online family history resource, with approximately 2.1 million paying subscribers around the world to Ancestry.com branded Web sites as of March 31, 2013. Total subscribers across all Web sites, including Ancestry.com branded Web sites, Archives.com, Fold3.com and Newspapers.com, were approximately 2.7 million as of March 31, 2013. We are a pioneer and the leader in the online family history research market. We believe that most people have a fundamental desire to understand who they are and from where they came. Our mission is to help everyone discover, preserve and share their family history. We strive to make our services valuable to individuals ranging from the most committed family historians to those taking their first steps towards satisfying their curiosity about their family stories.

The foundation of our service is an extensive collection of over 11 billion historical records that we have digitized, indexed and added to our Web sites over the past 17 years. We have developed and acquired efficient and proprietary systems for digitizing handwritten historical documents, and we have established relationships with national, state and local government archives, historical societies, religious institutions and private collectors of historical content around the world. Our subscribers use our Web-based platform, proprietary technology and content collection to research their family histories, build their family trees, collaborate with other subscribers, upload their own records and publish and share their stories. Ancestry.com users have uploaded over 163 million items, such as photographs, scanned documents and written stories. This growing pool of user-generated content adds color and context to the family histories assembled from the institutional content available through our Web-based services.

We operate Web sites accessible worldwide, including dedicated sites in the U.S., U.K., Australia, Canada and Sweden. We charge each subscriber for their subscription at the commencement of their subscription period and at each renewal date. Subscriptions automatically renew into the existing package and duration selected, unless cancelled. As of March 31, 2013, approximately 75% of our subscribers had subscription durations greater

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than one month. Our subscriber retention results coupled with a growing base of longer than one-month duration subscribers have enhanced our near-term visibility on our revenues, which we believe has enabled us to more effectively manage the growth of our business and provide working capital benefits.

As a company, we strive to deliver family history discoveries to subscribers through our extensive content collection. Increasingly, subscriber discoveries are driven by our proprietary technology that provides “hints” of possible record matches to our subscribers. In 2012, over 1.3 billion hints were accepted by our subscribers compared to the approximately 700 million hints accepted in 2011. The increase in hints accepted is a product of subscriber growth, new content, enhanced hinting technologies and changes to how hints are served to subscribers. We also continue to deploy tools and technologies to provide our registered users with an expanding family history collaborative network. Users can invite family and friends to help build their family trees, add personal memories and upload photographs and stories of their own. As of March 31, 2013, our users had created more than 47 million family trees containing over 5 billion profiles. Trees that are shared with others offer many subscribers a substantial head start in their family history research by allowing them to review information collected by users with common ancestry.

We believe we provide ongoing value to our subscribers by regularly adding new historical content and enhancing our Web-based service and platforms with new tools, features and services that enable greater collaboration among our users through the growth of our global community.

In 2012, we delivered strong financial results and continued to position the company for long-term growth through execution of our business strategy. Our key business highlights during the year include the following:

• the acquisition of Ancestry.com Inc. by a company controlled by the Sponsors for approximately $1.5 billion on December 28, 2012 (see “—The Transaction” below for further information);

• total subscribers to Ancestry.com branded Web sites increased to approximately 2.0 million or 18% compared to December 31, 2011;

• total revenues increased to $487.1 million or 22% for the combined period December 29, 2012 to December 31, 2012 and January 1, 2012 to December 28, 2012 compared to the year ended December 31, 2011;

• we added over 3.1 billion records to our content collections;

• we participated in the third season of NBC’s television show “Who Do You Think You Are?” which aired 12 original episodes in the first half of 2012;

• we acquired Archives.com in August 2012 for approximately $100.0 million in cash plus assumed liabilities;

• we were the first family history source to publicly release the complete indexed and searchable 1940 U.S. Federal Census; and

• we launched AncestryDNA, combining state-of-the-art DNA science with the Ancestry.com subscriber network.

Terminology

In this prospectus, we use the terms subscriber, registered user, Ancestry.com Web sites, record and database.

A subscriber is an individual who pays for renewable access or redeems a gift subscription to our Ancestry.com Web sites, and a registered user (“registered user” or “user”) is a person who has registered on our Ancestry.com Web sites or mobile apps, which includes subscribers.

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Our Ancestry.com Web sites are led by our flagship Web site Ancestry.com, which is a part of an international family of Ancestry-branded Web sites. We refer to these Web sites collectively as the Ancestry.com Web sites. Our Web-based services may be accessed through a variety of platforms including online, mobile devices and our Family Tree Maker desktop software. We also operate other Web sites, including Archives.com, Fold3.com and Newspapers.com. When referring to our Web sites or subscriber data, we are referring exclusively to Ancestry.com branded Web sites.

We use the term “record” in different ways depending on the content source. When referring to a number of records in certain of our institutional content collections, such as a census record, we mean information about each specific person. For example, a draft card will typically be counted as one record, as will each line in a census, because each contains information about a specific individual. When referring to unstructured data, such as a newspaper, we define each page in those data sources as a record. When referring to a number of databases, we mean groups of records we have distinguished as unique sets based on one or more common characteristics shared by the records in each set, such as a common time period, place or subject matter.

The Transaction

On October 21, 2012, the Predecessor entered into a definitive merger agreement (the “Merger Agreement”) with Global Generations Merger Sub Inc. (“Merger Sub”) and its parent company, Ancestry US Holdings Inc. (f/k/a Global Generations International Inc.) (“Holdings”), to acquire the Predecessor for $32.00 per share of common stock (the “Merger”). Holdings is a wholly-owned subsidiary of Parent. On December 28, 2012, pursuant to the Merger Agreement, Parent, through its wholly-owned subsidiaries, completed its acquisition of the Predecessor for approximately $1.5 billion. We refer to the Merger and all activity related to the Merger collectively as the “Transaction.” In connection with the Transaction, the following occurred:

• Merger Sub merged with and into the Predecessor and each share of capital stock of Merger Sub was converted into one share of Ancestry.com Inc. common stock.

• Each share of common stock of the Predecessor outstanding immediately prior to the Transaction, other than the rollover shares and the Predecessor’s common shares for which appraisal rights have been duly exercised under Delaware law, was cancelled and converted automatically into a right to receive $32.00 in cash. Immediately prior to the Transaction, the Predecessor had 44.1 million common shares outstanding.

• Each share of common stock of the Predecessor for which appraisal rights were duly exercised under Delaware law was cancelled and converted into the right to receive the fair value of such share in accordance with the provisions of Delaware law. Following the Merger, the holders of such dissenting shares ceased to have any rights with respect to such shares, except for their rights to seek an appraisal under Delaware law. Parent remains liable for payment for the dissenting shares and restricted cash of $68.0 million for this purpose.

• Investors in the Predecessor rolled over 2.0 million outstanding common shares of the Predecessor with a fair value of $64.3 million in exchange for common stock in an indirect parent entity of Parent.

• Each share of the Predecessor’s common stock held in treasury was cancelled and retired.

• Certain members of management rolled over outstanding stock options and restricted stock units (“RSUs”) in the Predecessor with a fair value of $54.8 million, of which $45.3 million was classified as part of the consideration transferred, into an indirect parent entity or subsidiary of Parent.

• Employees of the Predecessor invested $5.2 million in an indirect parent entity of Parent.

• The vesting of all outstanding options and RSUs of the Predecessor, with the exception of certain rollover RSUs, was accelerated. All stock-based awards outstanding as of that date, with the exception of the rollover options and RSUs, were converted into the right to receive an amount in cash equal to the intrinsic

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value of the award based on a price of $32.00 per share of common stock of the Predecessor. The total fair value of the awards settled in cash was $95.6 million of which $46.3 million was classified as part of the consideration transferred and $49.3 million was recognized as stock-based compensation expense in the Successor period from December 29, 2012 to December 31, 2012.

In connection with the Transaction, the Issuer entered into a $720 million credit facility (the “Credit Facility”), consisting of a $670 million senior term loan (the “Term Loan”) maturing in December 2018 and a $50 million revolving credit facility (the “Revolving Facility”) expiring in December 2017. At March 31, 2013, the interest rate on the Term Loan was equal to a LIBOR floor of 1.25% plus an applicable margin of 5.75%. The Issuer also issued $300 million of the initial notes. The proceeds, net of the original issue discount, from the Term Loan and the initial notes of $943.2 million as well as an equity contribution of $555.4 million in cash from the Sponsors and employees were used to finance the Transaction. Cash proceeds from financing sources of the Transaction were also used to pay for related fees and expenses. See Note 2 and Note 8 to the audited consolidated financial statements and Note 2 and Note 5 to the unaudited condensed consolidated financial statements included in this prospectus for additional information regarding the Transaction and our debt, respectively. On May 15, 2013, we completed a repricing of our Credit Facility. See “—Recent Developments” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility” for a description of the repricing.

As a result of the Transaction, our financial results for the year ended December 31, 2012 are presented for two periods: Successor (December 29, 2012 to December 31, 2012) and Predecessor (January 1, 2012 to December 28, 2012), which relate to the periods succeeding and preceding the Transaction, respectively.

Recent Developments

On May 15, 2013, we completed a repricing of the Credit Facility and entered into Amendment No. 1 to the Credit Facility agreement (the “Amended Credit Facility”). We repriced the Term Loan, which had approximately $668.3 million principal outstanding immediately prior to the repricing, by amending certain of the prior Term Loans such that the holders thereof will hold $488 million of term B loans (which will have the same maturity as the prior Term Loan) (the “Term Loan B”) and a new $150 million tranche of term A loans maturing in May 2018 (the “Term Loan A”). We used $30 million of cash-on-hand to decrease the aggregate principal amount of the Term Loan. We continue to have a $50 million Revolving Facility. In addition to customary fees and expenses, we paid a fee equal to 1% of the principal amount of the loans that were repriced in connection with the Amended Credit Facility, or approximately $6.4 million. The Company has not yet determined the accounting impact of the repricing of the Credit Facility. The Company may be required to recognize additional expense in Q2 2013 associated with the original debt issuance costs of the Credit Facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility” for a detailed description of the terms of the Amended Credit Facility.

Other Information

Our corporate headquarters are located at 360 West 4800 North, Provo, UT 84604, and our telephone number at that address is (801) 705-7000. Our corporate Web site address is http://corporate.ancestry.com. The contents of our Web sites are not incorporated in, or otherwise to be regarded as part of, this prospectus. Our primary operating subsidiary, Ancestry.com Operations Inc., was originally incorporated in Utah in 1983 and reincorporated in Delaware in 1998.

Ancestry.com LLC is a holding company, and substantially all of our operations are conducted by wholly-owned subsidiaries.

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Summary of the Exchange Offer

The following summary contains basic information about the exchange offer and the exchange notes. It does not contain all the information that is important to you. For a more complete understanding of the exchange notes, please refer to the sections of this prospectus entitled “The Exchange Offer” and “Description of Exchange Notes.” In this subsection, “we”, “us” and “our” refer only to Ancestry.com Inc., a Delaware corporation, as the issuer of the notes, exclusive of our subsidiaries.

Exchange Offer We are offering to exchange $300,000,000 aggregate principal amount of our exchange notes for a like aggregate principal amount of our initial notes. The initial notes were issued on December 28, 2012 under an indenture between Merger Sub, Parent and Wells Fargo Bank, National Association, as trustee. The initial notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

In order to exchange your initial notes, you must properly tender them and we must accept your tender. We will exchange all outstanding initial notes that are validly tendered and not validly withdrawn.

Expiration Date This exchange offer will expire at 5:00 p.m., New York City time, on                     , 2013, unless we decide to extend it.

Conditions to the Exchange Offer The only condition to completing the exchange offer is that the exchange offer does not violate applicable law or any applicable interpretation of the staff of the SEC. Please refer to the section in this prospectus entitled “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for Tendering Initial Notes To participate in this exchange offer, you must complete, sign and date the letter of transmittal or its facsimile and transmit it, together with your initial notes to be exchanged and all other documents required by the letter of transmittal, to Wells Fargo Bank, National Association, as exchange agent, at its address indicated under “The Exchange Offer—Exchange Agent.” In the alternative, you can tender your initial notes by book-entry delivery following the procedures described in this prospectus. For more information on tendering your notes, please refer to the section in this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes.”

Special Procedures for Beneficial Owners If you are a beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your initial notes in the exchange offer, you should contact the registered holder promptly and instruct that person to tender on your behalf.

Guaranteed Delivery Procedures If you wish to tender your initial notes and you cannot get the required documents to the exchange agent on time, you may tender your notes by using the guaranteed delivery procedures described

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under the section of this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure.”

Withdrawal Rights You may withdraw the tender of your initial notes at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer. To withdraw, you must send a written or facsimile transmission notice of withdrawal to the exchange agent at its address indicated under “The Exchange Offer—Exchange Agent” before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

Acceptance of Initial Notes and Delivery of Exchange Notes If all the conditions to the completion of this exchange offer are satisfied, we will accept any and all initial notes that are properly tendered in this exchange offer on or before 5:00 p.m., New York City time, on the expiration date. We will return any initial note that we do not accept for exchange to you without expense promptly after the expiration date. We will deliver the exchange notes to you promptly after the expiration date and acceptance of your initial notes for exchange. Please refer to the section in this prospectus entitled “The Exchange Offer—Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes.”

Material United States Federal Income Tax Consequences The exchange of initial notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “Material United States Federal Income Tax Consequences”.

Exchange Agent Wells Fargo Bank, National Association is serving as exchange agent in the exchange offer.

Fees and Expenses We will pay all expenses related to this exchange offer. Please refer to the section of this prospectus entitled “The Exchange Offer—Fees and Expenses.”

Use of Proceeds We will not receive any proceeds from the issuance of the exchange notes. We are making this exchange offer solely to satisfy certain of our obligations under our registration rights agreement entered into in connection with the offering of the initial notes.

Consequences to Holders Who Do Not Participate in the Exchange Offer Any initial notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer set forth in the initial notes and the indenture. Since the initial notes have not been registered under the federal securities laws, they may bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon completion of the Exchange Offer, we will have no further obligation to register, and currently we do not anticipate that we will register, the initial notes under the Securities Act except in limited circumstances with respect to specific types of holders of initial notes. Please refer to the section of this prospectus entitled “The Exchange Offer—Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences.”

6

Resales It may be possible for you to resell the notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to the conditions described under “Plan of Distribution.”

To tender your initial notes in this exchange offer and resell the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, you must make the following representations:

• you are authorized to tender the initial notes and to acquire exchange notes, and that we will acquire good and unencumbered title thereto;

• the exchange notes acquired by you are being acquired in the ordinary course of business;

• you have no arrangement or understanding with any person to participate in a distribution of the exchange notes and are not participating in, and do not intend to participate in, the distribution of such exchange notes;

• you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of ours, or you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• if you are not a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of exchange notes; and

• if you are a broker-dealer, initial notes to be exchanged were acquired by you as a result of market-making or other trading activities and you will deliver a prospectus in connection with any resale, offer to resell or other transfer of such exchange notes.

Please refer to the sections of this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes—Proper Execution and Delivery of Letters of Transmittal,” “Risk Factors—Risks Related to the Exchange Offer—Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes” and “Plan of Distribution.”

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Summary of Terms of the Exchange Notes

The summary below describes the principal terms of the exchange notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the notes.

Issuer Ancestry.com Inc., a Delaware corporation.

Securities $300,000,000 principal amount of 11.00% Senior Notes due 2020.

Maturity Date December 15, 2020.

Interest Payment Dates June 15 and December 15 of each year, commencing June 15, 2013.

Guarantees The payment of principal, premium, if any, and interest on the exchange notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Parent and those of Parent’s direct and indirect existing and future restricted subsidiaries (except excluded subsidiaries) that guarantee any indebtedness of the Issuer or any guarantor or incur indebtedness under a credit facility as further described in “Description of Exchange Notes,” in each case, subject to the exceptions described in this prospectus. See “Description of Exchange Notes—Certain Covenants—Guarantors.”

Ranking The exchange notes will constitute our senior unsecured debt and will rank:

• pari passu with existing and future senior indebtedness;

• senior to existing and future subordinated indebtedness;

• effectively subordinated to all of our existing and future secured indebtedness, to the extent of the value of the collateral securing such obligations; and

• structurally subordinated to all existing and future indebtedness of, and other obligations and preferred stock of, our subsidiaries that are not guarantors (other than indebtedness and other obligations owed to us).

The guarantees are the senior unsecured obligations of the guarantors and:

• are effectively subordinated to secured obligations of the guarantors to the extent of the value of the assets securing such obligations;

• rank equal in right of payment to all existing and future unsecured obligations of the guarantors that are not, by their terms, expressly subordinated in right of payment to the guarantees; and

• rank senior in right of payment to all existing and future obligations of the guarantors that are, by their terms, expressly subordinated in right of payment to the guarantees.

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As of March 31, 2013:

• the Issuer and the guarantors had $968.3 million of indebtedness (excluding intercompany indebtedness) including the notes, of which $668.3 million is secured, with an additional $50.0 million of secured indebtedness available under the Revolving Facility; and

• Parent’s non-guarantor subsidiaries had $0.0 million of indebtedness (excluding intercompany indebtedness). The notes and the guarantees are structurally subordinated to those obligations.

For the three months ended March 31, 2013 and for the periods from December 29, 2012 to December 31, 2012 and January 1, 2012 to December 28, 2012, the non-guarantor subsidiaries generated less than 1% of the Company’s consolidated net revenue. (excluding intercompany revenues) for all three periods.

Optional Redemption At any time on or after December 15, 2016, the Issuer may redeem all or any portion of the exchange notes at the redemption prices set forth under “Description of Exchange Notes—Optional Redemption.”

Prior to December 15, 2016, the Issuer may redeem all or any portion of the exchange notes at 100% of their principal amount, plus a “make whole” premium, plus accrued interest.

In addition, at any time and from time to time on or prior to December 15, 2015, the Issuer may redeem up to 35% of the aggregate principal amount of the exchange notes at a purchase price of 111.0% of their principal amount, plus accrued interest, in an amount up to the net cash proceeds of certain equity offerings, so long as:

• at least 65% of the aggregate principal amount of all exchange notes issued under the indenture remain outstanding afterwards; and

• the redemption occurs within 180 days of the date of the closing of such equity offering.

Change of Control; Asset Sales If a change of control occurs, the Issuer must offer to purchase the exchange notes from holders at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. See “Description of Exchange Notes—Change of Control.” We may not have sufficient liquidity or have the ability to raise the funds necessary to finance a change of control offer required by the indenture relating to the exchange notes in the event of a change of control. See “Risk Factors—We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the exchange notes.”

If Parent sells or the restricted subsidiaries sell certain assets and do not apply the net proceeds in compliance with the indenture, the

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Issuer will be required to make an offer to repurchase the exchange notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. See “Description of Exchange Notes—Repurchase at the Option of Holders—Asset Sales.”

Certain Covenants The indenture governing the exchange notes, among other things, limits the ability of us and our restricted subsidiaries to:

• incur additional indebtedness;

• pay dividends or make distributions or redeem or repurchase stock;

• make certain investments;

• create liens;

• merge or consolidate with another company or transfer or sell assets;

• enter into restrictions affecting the ability of its restricted subsidiaries to make distributions, loans or advances to us or other restricted subsidiaries; and

• engage in transactions with affiliates.

These covenants are subject to a number of important limitations and exceptions, which are described under “Description of Exchange Notes—Certain Covenants.”

During any period when the exchange notes are assigned investment grade ratings by both Standard & Poor’s and Moody’s and no default has occurred and is continuing, certain of these covenants will be suspended. See “Description of Exchange Notes—Suspension of Covenants.”

No Prior Market The exchange notes will constitute a new issue of securities with no established trading market. The Issuer does not intend to list the exchange notes on any national securities exchange or automated quotation system. Accordingly, we cannot assure you that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time. Accordingly, you may have to bear the financial risks of investing in the exchange notes for an indefinite period of time. The Issuer does not intend to apply for a listing of the exchange notes on any securities exchange or automated dealer quotation system. See “Plan of Distribution.”

Use of Proceeds The issuer will not receive any proceeds from the issuance of the exchange notes pursuant to the Exchange Offer. The Issuer will pay all of its expenses incident to the Exchange Offer. See “Use of Proceeds.”

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Risk Factors You should consider carefully the information set forth in the section entitled “Risk Factors” and all other information contained in this prospectus before deciding to participate in the exchange offer.

11

Summary Historical Consolidated and Unaudited Pro Forma Condensed Combined Financial Data

We operated as Ancestry.com Inc. (the “Predecessor”) until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. See Note 2 in the Consolidated Financial Statements for further information regarding the Transaction. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. The following tables summarize selected consolidated historical financial and operating data for the periods indicated. The summarized Consolidated Balance Sheet data is presented for the Successor period as of December 31, 2012 and the Predecessor periods as of December 31, 2011, 2010, 2009 and 2008 and the unaudited period as of March 31, 2013 (Successor). The summarized Consolidated Statements of Operations data presented below for the Successor period from December 29, 2012 to December 31, 2012, the Predecessor period from January 1, 2012 to December 28, 2012 and the Predecessor periods for the years ended December 31, 2011, 2010, 2009 and 2008 have been derived from our Consolidated Financial Statements, which have been audited by Ernst & Young LLP, an independent registered public accounting firm. Due to the Transaction, the results of the Successor are not comparable with the results of the Predecessor. Our combined results for the year ended December 31, 2012 represent the addition of the Predecessor period from January 1, 2012 to December 28, 2012 and the Successor period from December 29, 2012 to December 31, 2012. This combination does not comply with U.S. GAAP or with the rules for pro forma presentation, but is presented as we believe the presentation is useful to the reader for comparison with the prior periods. Our summarized Consolidated Balance Sheet data as of March 31, 2013 (Successor) and the summarized Consolidated Statements of Operations data for the three months ended March 31, 2013 (Successor) and 2012 (Predecessor) are derived from our unaudited Condensed Consolidated Financial Statements included in this prospectus and include all adjustments, consisting of normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operations as of and for such periods. Operating results for the three months ended March 31, 2013 (Successor) are not necessarily indicative of the results that may be expected for the full 2013 fiscal year. See “Risk Factors” included in this prospectus and the notes to our consolidated financial statements.

The summary unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2012 gives effect to the Transaction and the Archives.com acquisition as if they occurred on January 1, 2012. The summary unaudited pro forma condensed combined financial information is for informational purposes only and does not purport to represent what our results of operations would have been if the Transaction and the Archives.com acquisition had occurred as of those dates or what our results will be for future periods. We cannot assure you that the assumptions used by our management, which we believe are reasonable, for the preparation of the summary unaudited pro forma condensed combined financial information will prove to be correct. See “Unaudited Pro Forma Condensed Combined Financial Statements” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma condensed combined financial information.

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You should read the selected consolidated financial data presented on the following pages in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Successor				Predecessor (1)
	As of March 31, 2013		As of December 31, 2012		As of December 31,
					2011		2010		2009		2008
	(unaudited)
	(In thousands)
Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	71,978	$	35,651	$	48,998	$	65,519	$	100,272	$	40,121
Total assets		2,027,235		2,077,454		493,849		522,186		523,348		477,975
Deferred revenues		140,171		116,953		108,654		89,301		69,711		61,178
Long-term obligations (2)		942,441		943,312		10,429		498		100,025		133,000
Total liabilities		1,436,194		1,468,108		183,340		158,319		228,458		258,187
Total member’s interests/stockholders’ equity		591,041		609,346		310,509		363,867		294,890		219,788

(1) We operated as the Predecessor until December 28, 2012, when a company controlled by the Sponsors acquired the Predecessor. As a result of the Transaction, the balance sheet data presented is not comparable between the Predecessor and Successor periods.

(2) Includes the current and long-term portions of debt outstanding in the periods presented and the amounts payable under capital lease obligations as of December 31, 2012, 2011 and 2010.

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	Successor			Predecessor  (1)			Successor			Predecessor  (1)			Non-GAAP Combined  (1)			Predecessor (1)												Pro Forma
	Three Months Ended March 31,						Period  from Dec. 29, 2012 to Dec. 31, 2012			Period from Jan. 1, 2012 to Dec. 28, 2012			Period from Jan. 1, 2012 to Dec. 31, 2012			Year Ended December 31,
	2013			2012												2011			2010			2009(2)			2008			2012
	(unaudited)			(unaudited)									(unaudited)															(unaudited)
	(In thousands)
Operations Data:
Subscription revenues	$	113,774		$	102,596		$	3,194		$	451,744		$	454,938		$	377,364		$	281,670		$	207,707		$	181,391
Product and other revenues		9,748			5,940			264			31,883			32,147			22,297			19,261			17,195			16,200
Total revenues		123,522			108,536			3,458			483,627			487,085			399,661			300,931			224,902			197,591		$	500,358
Cost of subscription revenues		21,743			16,294			664			66,741			67,405			58,292			46,409			40,183			38,187
Cost of product and other revenues		5,731			2,785			159			19,162			19,321			8,216			5,698			6,140			5,427
Total cost of revenues		27,474			19,079			823			85,903			86,726			66,508			52,107			46,323			43,614			104,220
Gross profit		96,048			89,457			2,635			397,724			400,359			333,153			248,824			178,579			153,977			396,138
Technology & development		20,517			16,627			642			77,512			78,154			58,245			42,296			36,236			33,206			81,321
Marketing and advertising		36,958			39,549			1,145			138,073			139,218			122,997			94,573			61,625			52,341			147,766
General and administrative		11,819			10,642			381			45,995			46,376			39,734			35,390			32,540			28,931			47,806
Amortization of acquired intangible assets		46,386			2,561			1,472			16,551			18,023			16,711			15,959			16,217			23,779			185,320
Transaction-related expenses		—			—			102,264			7,104			109,368			—			—			—			—			—
Total operating expenses		115,680			69,379			105,904			285,235			391,139			237,687			188,218			146,618			138,257			462,213
Income (loss) from operations		(19,632	)		20,078			(103,269	)		112,489			9,220			95,466			60,606			31,961			15,720			(66,075	)
Interest expense, net		(22,008	)		(167	)		(730	)		(1,065	)		(1,795	)		(589	)		(4,697	)		(5,347	)		(11,483	)		(73,309	)
Other income (expense), net		(551	)		206			—			742			742			(637	)		439			21			(8	)		742
Income (loss) before income taxes		(42,191	)		20,117			(103,999	)		112,166			8,167			94,240			56,348			26,635			4,229			(138,642	)
Income tax benefit (expense)		20,764			(6,570	)		31,324			(41,377	)		(10,053	)		(31,345	)		(19,503	)		(5,340	)		(1,845	)		(49,554	)
Net income (loss)	$	(21,427	)	$	13,547		$	(72,675	)	$	70,789		$	(1,886	)	$	62,895		$	36,845		$	21,295		$	2,384		$	(89,088	)

(1) We operated as the Predecessor until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. Operational data presented for the Successor and Predecessor periods is not necessarily comparable due to the Transaction. Our Non-GAAP Combined results for the year ended December 31, 2012 represent the addition of the Predecessor period from January 1, 2012 to December 28, 2012 and the Successor period from December 29, 2012 to December 31, 2012. This combination does not comply with U.S. GAAP or with the rules for pro forma presentation, but is presented because we believe the presentation is useful to the reader for comparison with prior periods.

(2) Income from operations and net income include an expense related to a settlement in the third quarter of 2009 of a claim regarding the timeliness and accuracy of a content index we created. The settlement resulted in an expense of approximately $2.3 million in 2009.

	Successor		Predecessor  (1)		Successor		Predecessor  (1)		Non-GAAP Combined (1)		Predecessor  (1)
	Three Months Ended March 31,				Period  from Dec. 29, 2012 to Dec. 31, 2012		Period from Jan. 1, 2012 to Dec. 28, 2012		Period from Jan. 1, 2012 to Dec. 31, 2012		Year Ended December 31,
	2013		2012								2011		2010		2009			2008
	(unaudited)		(unaudited)						(unaudited)
	(In thousands)
Other Financial Data:
Non-GAAP revenues (2)	$	135,022	$	108,536	$	4,008	$	483,627	$	487,635	$	399,661	$	300,931	$	224,902		$	197,591
Adjusted EBITDA (3)		48,980		31,683		1,233		177,592		178,825		144,807		100,974		71,585	(5)		62,645
Free cash flow (4)		50,691		14,713		1,233		104,754		105,987		106,355		60,359		29,613	(5)		31,712

(1) We operated as the Predecessor until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. Operational data presented for the Successor and Predecessor periods is not necessarily comparable due to the Transaction. Our

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combined results for the year ended December 31, 2012 represent the addition of the Predecessor period from January 1, 2012 to December 28, 2012 and the Successor period from December 29, 2012 to December 31, 2012. This combination does not comply with U.S. GAAP or with the rules for pro forma presentation but is presented because we believe the presentation is useful to the reader for comparison with prior periods.

(2) Non-GAAP revenues. We define non-GAAP revenues as the revenues that would have been recognized, except for the write-down of deferred revenue to fair value as a result of the application of purchase accounting for the Transaction. Non-GAAP revenues is calculated as total revenues plus the effects of non-cash adjustments to revenue from purchase accounting.

(3) Adjusted EBITDA. We define adjusted EBITDA as net income (loss) plus non-cash adjustments to revenue from purchase accounting, interest and other (income) expense, net; income tax expense (benefit); non-cash charges including depreciation, amortization, impairment of intangible assets and stock-based compensation expense; and expenses associated with the Transaction.

(4) Free cash flow. We define free cash flow as net income (loss) plus non-cash adjustments to revenue from purchase accounting, interest and other (income) expense, net; income tax expense (benefit); non-cash charges including depreciation, amortization, impairment of intangible assets and stock-based compensation expense; and expenses associated with the Transaction; and minus capitalization of content databases, purchases of property and equipment and cash received (paid) for income taxes and interest.

(5) Income from operations and net income, and therefore adjusted EBITDA and free cash flow, include an expense related to a settlement in the third quarter of 2009 of a claim regarding the timeliness and accuracy of a content index we created. The settlement resulted in an expense of approximately $2.3 million in 2009.

The following table presents a reconciliation of non-GAAP revenues to total revenues, the most comparable GAAP measure, for each of the periods identified.

	Successor		Predecessor  (1)		Successor		Predecessor  (1)		Non-GAAP Combined (1)		Predecessor  (1)
	Three months ended March 31,				Period  from Dec. 29, 2012 to Dec. 31, 2012		Period from Jan. 1, 2012 to Dec. 28, 2012		Period from Jan. 1, 2012 to Dec. 31, 2012		Year Ended December 31,
	2013		2012								2011		2010		2009		2008
	(unaudited)		(unaudited)
	(In thousands)
Reconciliation of Non-GAAP revenues to total revenues
Total revenues	$	123,522	$	108,536	$	3,458	$	483,627	$	487,085	$	399,661	$	300,931	$	224,902	$	197,591
Non-cash revenue adjustment (2)		11,500		—		550		—		550		—		—		—		—
Non-GAAP revenues	$	135,022	$	108,536	$	4,008	$	483,627	$	487,635	$	399,661	$	300,931	$	224,902	$	197,591

(1) We operated as the Predecessor until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. Operational data presented for the Successor and Predecessor periods is not necessarily comparable due to the Transaction. Our Non-GAAP Combined results for the year ended December 31, 2012 represent the addition of the Predecessor period from January 1, 2012 to December 28, 2012 and the Successor period from December 29, 2012 to December 31, 2012. This combination does not comply with U.S. GAAP or with the rules for pro forma presentation but is presented because we believe the presentation is useful to the reader for comparison with prior periods.

(2) Represents non-cash adjustments to revenue or the revenues that would have been recognized, except for the write-down of deferred revenue to fair value as a result of the application of purchase accounting for the Transaction.

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The following table presents a reconciliation of our adjusted EBITDA and free cash flow to net income (loss), the most comparable GAAP measure, for each of the periods identified.

	Successor			Predecessor(1)			Successor			Predecessor(1)			Non-GAAP Combined(1)			Predecessor(1)
	Three Months Ended March 31,						Period  from Dec. 29, 2012 to Dec. 31, 2012			Period from Jan. 1, 2012 to Dec. 28, 2012			Period from Jan. 1, 2012 to Dec. 31, 2012			Year Ended December 31,
	2013			2012												2011			2010			2009 (4)			2008
	(unaudited)			(unaudited)									(unaudited)
	(In thousands)
Reconciliation of adjusted EBITDA and free cash flow to net income (loss):
Net income (loss)	$	(21,427	)	$	13,547		$	(72,675	)	$	70,789		$	(1,886	)	$	62,895		$	36,845		$	21,295		$	2,384
Non-cash revenue adjustment (2)		11,500			—			550			—			550			—			—			—			—
Interest expense, net		22,008			167			730			1,065			1,795			589			4,697			5,347			11,483
Other (income) expense, net		551			(206	)		—			(742	)		(742	)		637			(439	)		(21	)		8
Income tax expense (benefit)		(20,764	)		6,570			(31,324	)		41,377			10,053			31,345			19,503			5,340			1,845
Depreciation		3,773			3,547			—			14,699			14,699			13,450			11,773			10,936			10,732
Amortization		52,893			5,111			1,688			27,879			29,567			25,916			23,526			23,214			30,046
Stock-based compensation expense		446			2,947			—			15,421			15,421			9,975			5,069			5,474			4,672
Impairment of intangible assets		—			—			—			—			—			—			—			—			1,475
Transaction-related expenses (3)		—			—			102,264			7,104			109,368			—			—			—			—
Adjusted EBITDA	$	48,980		$	31,683		$	1,233		$	177,592		$	178,825		$	144,807		$	100,974		$	71,585		$	62,645
Capitalization of content databases		(4,753	)		(5,140	)		—			(23,538	)		(23,538	)		(20,408	)		(13,874	)		(9,398	)		(8,965	)
Purchases of property and equipment		(3,523	)		(5,093	)		—			(20,776	)		(20,776	)		(13,895	)		(12,968	)		(13,362	)		(11,621	)
Cash paid for interest		(11,781	)		(117	)		—			(1,368	)		(1,368	)		(466	)		(2,645	)		(7,740	)		(10,068	)
Cash received (paid) for income taxes		21,768			(6,620	)		—			(27,156	)		(27,156	)		(3,683	)		(11,128	)		(11,472	)		(279	)
Free cash flow	$	50,691		$	14,713		$	1,233		$	104,754		$	105,987		$	106,355		$	60,359		$	29,613		$	31,712

(1) We operated as the Predecessor until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. Operational data presented for the Successor and Predecessor periods is not necessarily comparable due to the Transaction. Our Non-GAAP Combined results for the year ended December 31, 2012 represent the addition of the Predecessor period from January 1, 2012 to December 28, 2012 and the Successor period from December 29, 2012 to December 31, 2012. This combination does not comply with U.S. GAAP or with the rules for pro forma presentation but is presented because we believe the presentation is useful to the reader for comparison with prior periods.

(2) Represents non-cash adjustments to revenue or the revenues that would have been recognized, except for the write-down of deferred revenue to fair value as a result of the application of purchase accounting for the Transaction.

(3) Transaction-related expenses for the period from December 29, 2012 to December 31, 2012 include $53.1 million of stock-based compensation expense due to the acceleration of vesting for outstanding Predecessor stock-based awards upon closing of the Transaction. See Note 10 in the Consolidated Financial Statements for further detail.

(4) Income from operations and net income, and therefore adjusted EBITDA and free cash flow, include an expense related to a settlement in the third quarter of 2009 of a claim regarding the timeliness and accuracy of a content index we created. The settlement resulted in an expense of approximately $2.3 million in 2009.

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RISK FACTORS

Before making a decision to participate in the exchange offer, you should carefully consider the following risk factors described below. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In addition, there may be other risks that a prospective investor should consider that are relevant to its particular circumstances or generally. In such case, you may lose all or part of your original investment.

Risks Related to Our Business

If our efforts to retain and attract subscribers are not successful, our revenues may be materially affected.

We generate substantially all of our revenues from subscriptions to our services. We must continue to retain existing and attract new subscribers, which we seek to do in part by investing in our product platform and new services and technologies, such as mobile, AncestryDNA and Archives.com. If our efforts to satisfy our existing subscribers are not successful, we may not be able to retain them, and, as a result, our revenues would be adversely affected. For example, if consumers do not perceive our services to be reliable, valuable and of high quality, if we fail to regularly introduce new and improved services and more content, or if we introduce new services that are not favorably received by the market, we may not be able to retain existing or attract new subscribers. We rely on our marketing and advertising efforts to attract new subscribers. If we are unable to effectively retain existing subscribers and attract new subscribers, our business, financial condition and results of operations would be materially adversely affected.

The relative service levels, pricing and related features of competitors to our products and services are some of the factors that may adversely impact our ability to retain existing subscribers and attract new subscribers. Some of our current competitors provide genealogical records free of charge. Some governments or private organizations may make historical records available online at no cost to consumers and some commercial entities could choose to make such records available on an advertising-supported basis rather than a subscription basis. In addition to competition from outside services, certain of our products, such as Archives.com, may compete with our Ancestry.com Web sites for subscribers and weaken our Ancestry.com brand. If consumers are able to satisfy their family history research needs at no or lower cost, they may not perceive value in our products and services. If our efforts to satisfy and retain our existing subscribers are not successful, we may not be able to continue to attract new subscribers through word-of-mouth referrals. Further, subscriber growth, or our number of subscribers, may decrease as a result of a decline in interest in family history research. Any of these factors could cause our subscriber growth rate, or our number of subscribers, to fall, which would materially adversely impact our business, financial condition and results of operations.

Our recent performance may not be sustainable, which could negatively affect our financial condition and results of operations.

Our revenues have grown rapidly, increasing from $197.6 million in 2008 to $487.1 million for the combined period December 29, 2012 to December 31, 2012 and January 1, 2012 to December 28, 2012, representing a compound annual growth rate of 25.3%. Since we do not expect to sustain our historical growth rate in future periods, you should not rely on the revenue growth of any prior year or other period as an indication of our future performance. Additionally, we expect to continue to devote substantial resources and funds to improving our technologies and product offerings, including new product offerings, and to continue acquiring new and relevant content and also to expanding awareness of our brand and category through marketing, which may reduce our margins in the near term. If our growth rate were to decline significantly or become negative, it could materially adversely affect our financial condition and results of operations.

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If we experience excessive rates of subscriber cancellation, our revenues and business may be harmed.

We must continually add new subscribers both to replace subscribers who choose to cancel their subscriptions and to grow our business beyond our current subscriber base. Subscribers choose to cancel their subscriptions for many reasons, including a desire to reduce discretionary spending, a perception that they do not have sufficient time to use the service or otherwise do not use the service sufficiently, the service is a poor value, competitive services provide a better value or experience or subscriber service issues are not satisfactorily resolved. Subscribers may choose to cancel their subscriptions at any time prior to the renewal date. We may also experience fluctuations in cancelations as we pursue new subscribers through new marketing channels or if we have a large number of subscriptions come up for renewal in the same period.

If our subscriber cancellations increase, we would be required to increase the rate at which we add new subscribers in order to maintain and grow our revenues. If excessive numbers of subscribers cancel our service, we may be required to incur significantly higher marketing and advertising expenses than we currently anticipate to replace these subscribers with new subscribers. If we are unable to attract new subscribers in numbers greater than the impact of our cancellations, our subscriber base will decrease and our business, financial condition and results of operations may be materially adversely affected.

A change in our mix of subscription durations could have a significant impact on our revenues, net subscribers and revenue visibility.

We continually evaluate and test the types of subscriptions that we offer. Based on the results of any product or price testing conducted, we may change the types of subscriptions we offer or we may price and market different types of subscriptions as we did in late 2011, when we began offering new subscribers on the U.S. Ancestry.com Web site semi-annual subscriptions in place of annual subscriptions. Although annual subscribers have historically represented the largest percentage of our subscriber base, and did at March 31, 2013, new subscribers on the U.S. Ancestry.com Web site are currently being offered the choice of monthly and semi-annual subscriptions. If a higher percentage of our subscribers choose a shorter subscription duration, we would likely experience higher cancellation volumes, which may result in decreased immediate and long-term revenues. In the future, we may continue to perform product and price tests involving our prospective users, the results of which could affect our number or mix of subscribers and may have a material adverse impact on our results of operations, and key operating metrics.

Additionally, the largely long-term commitments of our subscribers have enhanced our near-term visibility on our revenues, which we believe has enabled us to more effectively manage the growth of our business and provide working capital benefits. A change in the mix of subscriptions from longer to shorter durations could cause a reduction in this near-term visibility, which could make it more difficult to manage our growth and effectively budget future working capital requirements.

Acquisitions, if any, may not be completed within the expected timeframe or at all, and businesses or technologies we acquire could prove difficult to integrate, disrupt our ongoing business or have a material adverse effect on our results of operations.

As part of our business strategy, we engage in acquisitions of businesses or technologies from time to time to augment our organic or internal growth. During the period from January 1, 2012 to December 28, 2012, our Predecessor made various acquisitions for approximately $114.5 million, including the acquisition of Archives.com in August 2012 for $100.0 million in cash consideration plus assumed liabilities. While we have engaged in acquisitions in the past, our experience with integrating and managing acquired businesses or assets is still limited. Acquisitions involve challenges and risks in negotiation, execution, valuation and integration. Moreover, we may not be able to find suitable acquisition opportunities on terms that are acceptable to us or if we do, we may be delayed or unsuccessful in completing the transaction. We could assume the economic risks of such failed or unsuccessful acquisitions. Even if successfully negotiated, closed and integrated, certain

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acquisitions may not advance our business strategy, may fall short of expected return-on-investment targets or may fail. Any recent or future acquisition could involve numerous risks, including:

• potential disruption of our ongoing business and distraction of management;

• difficulty integrating the operations and products of the acquired business;

• inability to effectively operate the new business;

• exposure to unknown liabilities, including litigation, against the companies we acquire;

• use of cash or borrowings under our Revolving Facility or otherwise to fund the acquisition or for unanticipated expenses;

• additional outside service costs, including legal, accounting and consulting fees;

• additional costs due to differences in culture, geographical locations and duplication of key talent;

• difficulty integrating the financial reports of the acquired business in our consolidated financial statements and implementing our internal controls in the acquired business;

• potential impairment of goodwill and acquired intangible assets;

• potential loss of key employees or customers of the acquired company; and

• potential weakening of our core business due to competition for subscribers and revenues from acquired businesses.

We may not be successful in addressing these risks or any other problems encountered in connection with any attempted acquisitions.

Because we recognize revenues from subscriptions to our service over the term of the subscription, downturns or upturns in subscriptions may not be immediately reflected in our operating results and therefore could affect our operating results in later periods.

We recognize revenues from subscribers ratably over the term of their subscriptions. Since the majority of our subscription durations have been greater than three months, a large portion of our revenues for each quarter have reflected deferred revenues from subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter will not necessarily be fully reflected in revenues in that quarter but will negatively affect our revenues in future quarters. Accordingly, the effect of significant downturns or upturns in subscriptions or market acceptance of our service, or changes in monthly churn, may not fully impact our results of operations until future periods.

If our marketing and advertising efforts fail to generate additional revenues on a cost-effective basis, or if we are unable to manage our marketing and advertising expenses, it could materially harm our results of operations and growth.

Our future growth and profitability, as well as the maintenance and enhancement of our brands, will depend in large part on the effectiveness and efficiency of our marketing and advertising expenditures. We use a diverse mix of marketing and advertising programs to promote our products and services, and we periodically adjust our mix of these programs. Significant increases in the pricing of one or more of our marketing and advertising channels could increase our marketing and advertising expense or cause us to choose less effective marketing and advertising channels. We have experienced price increases in some of our marketing and advertising channels, including television. Television advertising comprises a large percentage of our marketing and advertising expense, which may have significantly higher costs than other channels and which could materially adversely affect our profitability. Further, we may over time become disproportionately reliant on one channel or partner, which could increase our operating expenses. Because we recognize revenues ratably over the subscription period, we have incurred and may in the future incur marketing and advertising expenses significantly in advance of the time we anticipate recognizing revenues associated with such expenses, and our marketing and advertising

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expenditures may not continue to result in increased revenues or generate sufficient levels of brand awareness. If we are unable to maintain our marketing and advertising channels on cost-effective terms or replace existing marketing and advertising channels with similarly effective channels, our marketing and advertising expenses could increase substantially, our subscriber levels could be affected adversely, and our business, financial condition and results of operations may suffer. In addition, our expanded marketing efforts may increase our subscriber acquisition cost, as additional expenses may not result in sufficient customer growth to offset cost, which would have an adverse effect on our business, financial condition and results of operations.

We face competition from a number of different sources, and our failure to compete effectively could materially impact our revenues, results of operations and financial condition.

We face competition in our business from a variety of organizations, some of which provide genealogical records free of charge. We expect competition to increase in the future. Many external factors, including the cost of marketing, content acquisition and technology and our current and future competitors’ pricing and marketing strategies can significantly affect our competitive strategies, including pricing. If we fail to meet our subscribers’ expectations, we could fail to retain existing or attract new subscribers, either of which could harm our business and results of operations.

Ancestry.com and our other Web sites face competition from:

• FamilySearch, and its Web site FamilySearch.org, a genealogy organization that is part of The Church of Jesus Christ of Latter-day Saints. FamilySearch has an extensive collection of paper and microfilm records. FamilySearch has digitized a large quantity of these records and has published them online at FamilySearch.org, where it makes them available to the public for free and through thousands of family history centers located throughout the world. FamilySearch is a well-funded organization and is undertaking a large-scale digitization project to make its collection available online. FamilySearch has partnered and may in the future partner with other commercial entities to broaden the distribution of its records.

• Commercial entities, including online genealogical research services, library content distributors, search engines and portals, retailers of books and software related to genealogical research and family tree creation and family history oriented social networking Web sites.

• Non-profit entities and organizations, genealogical societies, governments and agencies that may make vital statistics or other records available to the public for free or that partner with commercial entities to make their records widely-available.

We expect our competition to grow, both through industry consolidation and the emergence of new participants in our existing markets. We will also face competitors in new markets that we enter. For example, we face competition from other companies, such as 23andme, in providing family history DNA services. Our future competitors may include other Internet-based businesses, governments, religious organizations, not-for-profit entities and other entities. The market for Internet-based services evolves at a very rapid pace, and our competitors may offer products and services that are superior to any of our products and services. In addition, Internet business models are constantly changing. The online family history market could move to an advertising-supported model to the detriment of our subscription-based model. Our competitors may have greater resources, more well-established brand recognition or more sophisticated technologies, such as search algorithms, than we do. Our competitors may more easily obtain relevant records in domestic and international markets or offer new categories of content, products or services before we do, or at lower prices, which may give them a competitive advantage in attracting subscribers. In addition to competition from outside sources, certain of our products, such as Archives.com may compete with and weaken our Ancestry.com brand.

To compete effectively, we may need to expend significant resources on content acquisition, technology or marketing and advertising, which could reduce our margins and have a material adverse effect on our business, financial condition and results of operations. If we do not compete effectively, our ability to retain and expand our subscriber base, and our revenues, results of operations and financial condition, could be materially adversely affected.

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Because we generate substantially all of our revenues from online family history resources, particularly in the United States and United Kingdom, a decline in demand for our services or for online family history resources in general, and particularly of the United States and United Kingdom, could cause our revenues to materially decline.

We generate substantially all of our revenues from our online family history services, and we expect that we will continue to depend upon our online family history services for substantially all of our revenues in the foreseeable future. Because we depend on our online family history services, factors such as changes in consumer preferences for these products may have a disproportionately greater impact on us than if we offered multiple services. The market for online family history resources, and for consumer services in general, is subject to rapidly changing consumer demand and trends in preferences. If consumer interest in our online family history services declines, or if consumer interest in family history in general declines, we would likely experience a significant loss of revenues and net income. Some of the potential factors that could affect interest in and demand for online family history services include:

• individuals’ interest in, and their willingness to spend time and money, conducting family history research;

• availability of discretionary funds;

• awareness of our brand and the family history category;

• the appeal, reliability and performance of our services;

• the price, performance and availability of competing family history products and services;

• public concern regarding privacy and data security;

• our ability to maintain high levels of customer satisfaction; and

• the rate of growth in online commerce generally.

In addition, substantially all of our revenues are from subscribers in the United States and the United Kingdom, and, to a lesser extent, Australia and Canada. Consequently, a decrease of interest in and demand for online family history services or increased competition in these countries could have a disproportionately greater impact on us than if our geographical mix of revenues were less concentrated.

Challenges in acquiring historical content and making it available online could adversely affect our ability to retain and expand our subscriber base, and therefore could materially affect our business, financial condition and results of operations.

In order to retain and expand our subscriber base, both domestically and internationally, we must continue to expend significant resources to acquire significant amounts of additional historical content, digitize it and make it available to our subscribers online. We face legal, logistical, cultural and commercial challenges in acquiring new content. Relevant governmental records may be widely dispersed and held at a national, state or local level. Religious and private records are even more widely dispersed.

These problems often pose particular challenges in acquiring content internationally. Desirable content may not be available to us on favorable terms, or at all, due to competition for a particular collection, privacy concerns relative to information contained in a given collection or our lack of negotiating leverage with a certain content provider. For example, some of our most popular databases include “vital records” content—namely, historical birth, marriage and death records—made available by certain governmental agencies. To help prevent identity theft, or even terrorist activities, governments may attempt to restrict the release of all or substantial portions of their vital records content, and particularly birth records, to third parties. If these efforts are successful, it may limit or altogether prevent us from acquiring these types of vital record content or continuing to make them available online. In some cases, we have had to lobby for legislation to be changed or otherwise work to surmount administrative or other bureaucratic hurdles to enable government or other bodies to grant us access to records.

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While we own or license most of the images in our database, we generally do not own the underlying historical documents. If owners of content have sold or licensed the rights to digitize that content, even on a non-exclusive basis, they may elect not to sell or license it for digitization purposes to any other person. Therefore, if one of our competitors acquires rights to digitize a set of content, even on a non-exclusive basis, we may be unable to acquire rights to digitize that content. Conversely, the owners of historical records may allow more than one party to digitize those records and our competitors may digitize and make available the same content that we offer. In some cases, acquisition of content involves competitive bidding, and we may choose not to bid or may not successfully bid to acquire content rights. In addition, a number of governmental bodies and other organizations are interested in making historical content available for free and owners of historical records may license or sell their records to such governmental bodies and organizations in addition to or instead of licensing or selling their content to us. Our inability to offer certain vital records or other valuable content as part of our family history research databases or the widespread availability of such content elsewhere at lower cost or for free could result in our subscription services becoming less valuable to consumers, which could have a material adverse impact on our number of subscribers, and therefore on our business, financial condition and results of operations.

We depend in part upon third party licenses for some of our historical content, and a loss of these licenses, or disputes regarding royalties under these licenses, could adversely affect our ability to retain and expand our subscriber base, and therefore could materially affect our revenues, financial condition and results of operations.

We acquire a portion of our content pursuant to ongoing license agreements. Some of these agreements have finite terms, and we may not be able to renew the agreements on terms that are advantageous to us or at all. For example, we license a significant amount of our United Kingdom content from The National Archives of the United Kingdom under several license agreements that generally have ten-year terms, with varying automatic extension periods. The agreements are generally terminable by either party for breach by the other party and by The National Archives of the United Kingdom upon our insolvency or bankruptcy. Some of these agreements also contain change in control provisions that may permit The National Archives of the United Kingdom to terminate these licenses.

If a current or future license for a significant content collection were to be terminated, we may not be able to obtain a new license on terms advantageous to us or at all, and we could be required to remove the relevant content from our Web sites, either immediately or after some period of time. If a content provider were to license or sell us content in violation of that content provider’s agreements with other parties, we could be required to remove that content from our Web sites. If we were required to remove a material amount of content from our Web sites, as a result of the termination of one or more licenses or otherwise, it could adversely affect our business and results of operations. Some of these license agreements restrict the manner in which we use the applicable content, which could limit our ability to leverage that content for new uses as we expand our business. We pay royalties under some of these license agreements, and the other party to those royalty-bearing agreements may have a right to audit the calculation of our royalty payments. If there were to be a disagreement regarding the calculation of royalty payments, we could be required to make additional payments under those agreements. We also have indemnification obligations under many of these agreements. We could experience claims in the future which, if material, could have a negative impact on our results of operations and financial condition.

Digitizing and indexing new content can take a significant amount of time and expense, and can expose us to risks associated with the loss or damage of historical documents. Our inability to maintain or acquire content or make new content available online in a timely and cost-effective manner, or liability for loss of historical documents, could have a material adverse effect on our business, financial condition and results of operations.

Digitizing and indexing new historical content can take a significant amount of time and expense, and we generally incur the expenses related to such content significantly in advance of the time we can make it available to our subscribers. We have made significant investments to acquire, digitize and index content, including

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content acquired through business acquisitions, and we expect to continue to spend significant resources on content. Increases in the cost or time required to digitize and index new content could harm our financial results. Currently, two transcription vendors perform a substantial portion of our data transcription as measured by cost. We do not have long-term contracts with any of our transcription vendors. If we were to replace one of these transcription vendors for any reason, we would be required to provide extensive training to the new vendor, which could delay our ability to make our new content available to our subscribers, and our relationships with the new transcription vendors may be on financial or other terms less favorable to us than our existing arrangements. Our inability to maintain or acquire content or to make new content available online in a timely and cost-effective manner would have a material adverse effect on our business, financial condition and results of operations.

While we are digitizing content, we may be in possession of valuable and irreplaceable original historical documents. While we maintain insurance with respect to such documents, any loss or damage to such documents, while in our possession, could cause us significant expense and could have a material adverse effect on our reputation and the potential willingness of content owners to license or lend their content to us.

Our failure to attract, integrate and retain highly qualified personnel in the future could harm our business.

To execute our growth plan, we must attract and retain highly-qualified personnel. Competition for these employees is intense, and we may not be successful in attracting and retaining qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience in the future, difficulty in hiring and retaining highly-skilled employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. In addition, in making employment decisions, particularly in the Internet and high-technology industries, job candidates often consider the value of the stock-based awards they may receive in connection with their employment and may be concerned about the prospects of stock-based compensation in light of our recent acquisition. If we fail to attract new personnel, or fail to retain and motivate our current personnel, our business and future growth prospects could be materially adversely affected.

We currently outsource some of our customer service, DNA testing services and product development activities to third parties, which exposes us to significant risks if these parties fail to perform under our agreements with them.

Because we currently outsource some of our customer service, DNA testing services and product development activities to third parties, we have less control over the work produced by these providers than over our own employees. If customer service or DNA testing personnel fail to perform in accordance with the terms of our agreements, we may fail to meet customer expectations. If third-party developers fail to adequately protect or transfer our intellectual property rights in our products, our intellectual property portfolio could be damaged. These outcomes could result in negative publicity, damage our reputation and brands and have a material adverse effect on our business and results of operations.

Our growth could strain our personnel, technology and infrastructure resources, and if we are unable to implement appropriate controls and procedures to manage our growth, and hire and integrate appropriate personnel, we may not be able to successfully implement our business plan.

Our growth in operations has placed a strain on our management, administrative, technological, operational and financial infrastructure. Anticipated future growth, including growth related to the broadening of our product and service offerings and growth related to the acquisition of businesses, such as Archives.com, will continue to place similar strains on our personnel, technology and infrastructure. Our full-time employee headcount, excluding subscriber service employees, increased approximately 23% in for the period from January 1, 2012 to December 28, 2012. Particularly when adding staff quickly, we may not make optimal hiring decisions or may not integrate personnel effectively. Increased activity on our Web sites, particularly sudden increases, could strain our capacity and result in Web site performance issues or cause us to hit limitations in our present infrastructure or other technology. Our success will depend in part upon the management ability of our officers with respect to growth

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opportunities. To manage the expected growth of our operations, we will need to continue to improve our operational, financial, technological and management controls and our reporting systems and procedures. Additional personnel and capital investments will increase our cost base, which, if we fall short of anticipated revenue growth, will make it more difficult to decrease expenses in the short term. If we fail to successfully manage our growth, it could materially adversely affect our business, financial condition and results of operations.

Any significant disruption in service on our Web sites or in our computer systems, which are currently hosted primarily by a single third-party, could damage our reputation and result in a loss of subscribers, which would harm our business and operating results.

Subscribers access our service through our Web sites, where our family history research databases are located, and our internal billing software and operations are integrated with our product and service offerings. Our brand, reputation and ability to attract, retain and serve our subscribers depend upon the reliable performance of our Web sites, network infrastructure, content delivery processes and payment systems. We have experienced interruptions in these systems in the past, including server failures that temporarily slowed down our Web sites’ performance and users’ access to content, or made our Web sites inaccessible, and we may experience interruptions in the future. Interruptions in these systems, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our Web sites and prevent our subscribers from accessing our data and using our products and services. Problems with the reliability or security of our systems may harm our reputation and require disclosure to our lenders, and the cost of remedying these problems could negatively affect our business, financial condition and results of operations.

Substantially all of our communications, network and computer hardware used to operate our Web sites are co-located in a facility in Salt Lake City, Utah. We do not own or control the operation of this facility. We have established a disaster recovery facility located at a third-party facility in Denver, Colorado. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes and similar events. The occurrence of any of the foregoing events could result in damage to our systems and hardware or could cause them to fail completely, and our insurance may not cover such events or may be insufficient to compensate us for losses that may occur. Our systems are not completely redundant, so a failure of our system at our primary site could result in reduced functionality for our customers, and a total failure of our systems at both sites could cause our Web sites to be inaccessible by our customers. Problems faced by our third-party Web hosting provider, with the telecommunications network providers with whom it contracts or with the systems by which it allocates capacity among its customers, including us, could adversely affect the experience of our subscribers. Our third-party Web hosting provider could decide to close its facilities without adequate notice. In addition, any financial difficulties, such as bankruptcy reorganization, faced by our third-party Web hosting provider or any of the service providers with whom it contracts may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, if our third-party Web hosting provider is unable to keep up with our growing needs for capacity, this could have a material adverse effect on our business. Any errors, defects, disruptions or other performance problems with our services could harm our reputation and have an adverse effect on our business, financial condition and results of operations.

We face many risks associated with our plans to continue to expand our international offerings and marketing and advertising efforts, which could have a material adverse effect on our business, financial condition and results of operations.

As of March 31, 2013, approximately 29% of subscribers to our Ancestry.com Web sites and for the three months ended March 31, 2013, approximately 24% of our subscription revenues were from locations outside the United States. We are subject to many of the risks of doing business internationally, including the following:

• exposure to foreign currency exchange rate fluctuations;

• compliance with foreign laws and the interpretation of those laws, including tax and employment laws, and anti-bribery laws;

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• compliance with changing and conflicting legal and regulatory regimes;

• compliance with U.S. laws affecting operations outside of the U.S., including the Foreign Corrupt Practices Act;

• compliance with varying and conflicting intellectual property laws;

• effects of repatriating cash earned in foreign jurisdictions;

• difficulties in staffing and managing international operations;

• prevention of business or user fraud; and

• effective implementation of internal controls and processes across diverse operations and a dispersed employee base.

We anticipate that our continuing international expansion will entail increased marketing and advertising of our products, services and brands, and the development of localized Web sites throughout our geographical markets. We may not succeed in these efforts or achieve our subscriber acquisition or other goals. For some international markets, customer preferences and buying behaviors may be different than those in our current markets, and we may use business models that are different from our traditional subscription models. Our revenues from new foreign markets may not exceed the costs of acquiring, establishing, marketing and maintaining international offerings, and therefore may not be profitable on a sustained basis, if at all. The risks of international expansion include:

• difficulties in developing and marketing our offerings and brands as a result of distance, language and cultural differences;

• more stringent consumer and data protection laws;

• inability to effectively deal with local socio-economic and political conditions;

• technical difficulties and costs associated with the localization of our service offerings;

• strong local competitors; and

• lack of experience in certain geographical markets.

One or more of these factors could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to improve market recognition of and loyalty to our brands, or if our reputation were to be harmed, we could lose subscribers or fail to increase the number of subscribers, which could have a material adverse effect on our revenues, results of operations and financial condition.

We believe that maintaining and enhancing our Ancestry.com brand and other brands is critical to our success. We believe that the importance of brand recognition and loyalty will only increase in light of increasing competition in our markets. We plan to continue to promote our brands, both domestically and internationally, but there is no guarantee that our selected strategies will increase the favorable recognition of our brands. Some of our existing and potential competitors, including search engines, media companies and government and religious institutions have well-established brands with greater brand recognition than we have.

Additionally, from time to time, our subscribers express dissatisfaction with our service, including, among other things, dissatisfaction with our auto-renewal and other billing policies, our handling of personal data and the way our services operate. To the extent that dissatisfaction with our service is widespread or not adequately addressed, our brand may be adversely impacted. If our efforts to promote and maintain our brand are not successful, our operating results and our ability to attract and retain subscribers may be adversely affected. In addition, even if our brand recognition and loyalty increase, this may not result in increased use of our products and services or higher revenues. Many of our subscribers are passionate about family history research, and many

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of these subscribers participate in blogs on this topic both on our Web sites and elsewhere. If actions we take or changes we make to our products upset these subscribers, their blogging could negatively affect our brand and reputation, which could have a material adverse effect on our revenues, results of operations and financial condition.

Our future growth may differ materially from our historic growth rates and our projections, which could have a material adverse effect on our results of operations and financial condition.

Online family history research is a relatively young industry. Consequently, it is difficult to predict the ultimate size of the industry and the acceptance by the market of our products and services. Our business strategy and projections rely on a number of assumptions, some or all of which may be incorrect. For example, we believe that consumers will be willing to pay for subscriptions to our online family history resources, notwithstanding the fact that some of our current and future competitors may provide such resources free of charge. We cannot accurately predict whether our products and services will achieve significant acceptance by potential users in significantly larger numbers than at present. You should therefore not rely on our historic growth rates as an indication of future growth.

If we are unable to continually enhance our products and services and adapt them to technological changes and subscriber needs, we may not remain competitive and our business may fail to grow or decline.

Our business is rapidly changing. To remain competitive, we must continue to provide relevant content and enhance and improve the functionality and features of our products and services. If we fail to do so, or if competitors introduce new solutions embodying new technologies, our existing products and services may become obsolete. Our future success will depend, among other things, on our ability to:

• anticipate demand for new products and services;

• enhance our existing solutions, cross-platform compatibility, systems capacity and processing speed; and

• respond to technological advances on a cost-effective and timely basis.

Developing the technologies in our products entails significant technical and business risks. We may use new technologies ineffectively, or we may fail to adapt our products and services to the demands of our subscribers. If we face material delays in introducing new or enhanced solutions, our subscribers may forego the use of our solutions in favor of those of our competitors.

Our mobile apps are becoming an increasingly important way for new users to register or subscribe. Most mobile apps are downloaded from various service providers that do not currently charge us fees or commissions. If one or more of these service providers were to begin to impose fees or commissions upon us in connection with their distribution of our mobile apps, or prohibit us from distributing our mobile apps on their platforms, we may be unable to attract on a cost-effective basis a similar number of new registered users that we can convert to subscribers, which could materially affect our financial condition and results of operations.

We cannot predict the impact on our business from the television show “Who Do You Think You Are?,” a fourth season of which is currently scheduled to begin airing on a new network in the third quarter of 2013.

We recently announced that we are purchasing product integration in a new season of the television show, “Who Do You Think You Are?,” which is expected to air in the United States on TLC beginning in July 2013. We previously purchased product integration in all three seasons of the “Who Do You Think You Are?” series that aired on NBC. The airing of the three seasons of this series in 2010-2012, together with our increased television advertising, caused increased interest in our core business that resulted in a greater number of subscribers. We do not expect that the new season of the show will have a similar effect on our business. If we do not receive sufficient benefits from “Who Do You Think You Are?,” or if the show is not well received on its new network or is cancelled, the visibility of our core business and our brand may be reduced and our results of operations, financial condition and key metrics, such as net subscriber additions, may be materially adversely affected.

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Undetected product or service errors or defects could result in the loss of revenues, delayed market acceptance of our products or services or claims against us.

We offer a variety of Internet-based services and a software product, Family Tree Maker, which are complex and frequently upgraded. Our Internet-based services and software product may contain undetected errors, defects, failures or viruses, especially when first introduced or when new versions or enhancements are released. Despite product testing, our products, or third party products that we incorporate into our products, may contain undetected errors, defects or viruses that could, among other things:

• require us to make extensive changes to our subscription services or software product, which would increase our expenses;

• expose us to claims for damages;

• require us to incur additional technical support costs;

• cause a negative registered user reaction that could reduce future sales;

• generate negative publicity regarding us and our subscription services and software product; or

• result in subscribers delaying their subscription or software purchase or electing not to renew their subscriptions.

Any of these occurrences could have a material adverse effect upon our business, financial condition and results of operations.

We use a single-source supplier for our DNA testing needs, which could materially harm our business by adversely affecting the availability, quality and cost of our DNA testing services.

We currently obtain DNA testing analysis and the technology used in our DNA testing kits from a single-source supplier. If our DNA analysis is delayed or curtailed by such source, we may not be able to meet our customers’ expectations with respect to timing, quality and price. Even if we were able to locate alternative laboratories, qualification of an alternative lab, obtaining the appropriate technology and establishment of reliable DNA analysis could result in delays and a possible loss of sales, which could materially harm our operating results. We may also be unable to locate an alternative laboratory that can provide the necessary services and technology at comparable prices, which could result in an increase in the cost of our DNA testing services.

Reliance on a single-source laboratory subjects us to a risk of delays, as well as a risk of increased cost and/or reduced quality of our DNA testing services. In addition, faulty analyses from our DNA testing provider could harm our reputation and may adversely affect our future DNA revenues and the success of our DNA testing services.

Privacy concerns could require us to incur significant expense and modify our operations in a manner that could result in restrictions and prohibitions on our use of certain information, and therefore harm our business.

As part of our business, we make biographical and historical data available through our Web sites, we use registered users’ personal data for internal purposes and we host Web sites and message boards, among other things, that contain content supplied by third parties. In addition, in connection with our AncestryDNA testing services, we obtain biological DNA samples used for genetic testing. For privacy or security reasons, privacy groups, governmental agencies and individuals may seek to restrict or prevent our use or publication of certain biological or historical information pertaining to individuals, particularly living persons. Because most of our genetic testing of DNA samples is outsourced to third-party service providers, we have less control over privacy and security measures. If our third-party DNA testing providers fail to comply with privacy and security standards, as required pursuant to the terms of our agreements with such providers, this could have a material adverse effect on our business, financial condition and results of operations. We will also face additional privacy

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issues as we expand into other international markets, as many nations have privacy protections more stringent than those in the United States. We have incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations. Increased domestic or international regulation of data utilization and distribution practices, including self-regulation, could require us to modify our operations and incur significant expense, which could have a material adverse effect on our business, financial condition and results of operations.

Our possession and use of personal information present risks and expenses that could harm our business. Unauthorized disclosure or use of such data, whether through breach of our network security or otherwise, could expose us to significant liability and damage our reputation.

Maintaining the security of our information technology and network systems infrastructure is of critical importance because we handle confidential subscriber, registered user, employee and other sensitive data, such as names, addresses, credit card numbers and other personal information. In addition, our online systems include the content that our registered users upload onto our Web sites, such as family records and photos. This content is often personally meaningful, and our registered users may rely on our online system to store digital copies of such content. If we were to lose such content, if our users’ private content were to become publicly available or if third parties were able to gain unauthorized access to such content, we may face liability and harm to our brand and reputation.

Almost all of our subscribers use credit and debit cards to purchase our products and services. If we or our processing vendors were to have problems with our billing software, it could have an adverse effect on our subscriber satisfaction and could cause one or more of the major credit card companies to disallow our continued use of their payment services. In addition, if our billing software fails to work properly and, as a result, we do not charge our subscribers’ credit cards on a timely basis or at all, our business, financial condition, cash flows and results of operations could be materially affected.

We and our vendors use commercially available encryption technology to transmit personal information when taking orders. We use security and business controls to limit access and use of personal information, including registered users’ uploaded content. However, third parties may be able to circumvent these security and business measures including by developing and deploying viruses, worms and other malicious software programs that are designed to attack or attempt to infiltrate our systems and networks. In addition, employee error, malfeasance or other errors in the storage, use or transmission of personal information could result in a breach of registered user or employee privacy.

There can be no assurances that we will be able to continue to operate our facilities and customer service and sales operations in accordance with industry practices such as Payment Card Industry Data Security 23 Standards. Even if we remain compliant with those standards, we may not be able to prevent security breaches involving customer transaction data. If we experience a security breach or other lapse in the handling of confidential information of this kind, the incident could give rise to risks including data loss, litigation and liability, and could harm our reputation or disrupt our operations, any of which could materially adversely affect our business. We have experienced “denial-of-service” and other attacks in the past that have slowed our systems. In addition, various states and countries have differing laws regarding protection of customer privacy and confidential information, including notification requirements in the event of certain breaches or losses of information. Efforts to comply with these laws and regulations increase our costs of doing business and failure to achieve compliance could result in substantial liability to our business and harm our reputation. In the event of a security breach or loss of confidential information, we could be subject to fines, penalties, damages and other remedies under applicable laws, any of which could have a material adverse impact on our reputation, business, operating results and financial condition.

If third parties improperly obtain and use the personal information of our registered users or employees, we may be required to expend significant resources in efforts to address these problems. A major breach of our network security and systems could have serious negative consequences for our businesses, including possible

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fines, penalties and damages, reduced demand for our products and services, an unwillingness of subscribers to provide us with their credit card or payment information, an unwillingness of registered users to upload family records or photos onto our Web sites, harm to our reputation and brand and loss of our ability to accept and process subscriber credit card orders. Similarly, if a well-publicized breach of data security at any other major consumer Web site were to occur, there could be a general public loss of confidence in the use of the Internet for commercial transactions. Any of these events could have material adverse effects on our business, financial condition and results of operations. In addition, we may have inadequate insurance coverage to compensate for any related losses.

Any claims related to activities of registered users and the content they upload could result in expenses that could harm our results of operations and financial condition.

Our registered users often upload their own content onto our Web sites. The terms of use of such content are set forth in the terms and conditions of our Web sites and a submission agreement to which registered users must agree when they upload their content. Disputes or negative publicity about the use of such content could make users more reluctant to upload personal content or harm our reputation. We do not review or monitor content uploaded by our registered users, and could face claims arising from or liability for making any such content available on our Web sites. In addition, our collaboration tools and other features of our site allow subscribers to contact each other. While subscribers can choose to remain anonymous in such communications, subscribers may choose to engage with one another without anonymity. If any such contact were to lead to fraud or other harm, we may face claims against us and negative publicity. Litigation to defend these claims or efforts to counter any negative publicity could be costly and any other liabilities we incur in connection with any such claims may have a material adverse effect on our business, financial condition and results of operations.

Increases in credit card processing fees would increase our operating expenses and adversely affect our results of operations, and the termination of our relationship with any major credit card company could have a severe, negative impact on our ability to collect revenues from subscribers.

The majority of our subscribers pay for our products and services using credit cards. From time to time, the major credit card companies or the issuing banks may increase the fees that they charge for each transaction using their cards. An increase in those fees would require us to increase the prices we charge for our products and services or negatively impact our profitability, either of which could materially affect our business, financial condition and results of operations.

In addition, our credit card fees may be increased by credit card companies if our chargeback rate or the refund rate exceeds certain thresholds. If we are unable to maintain our chargeback rate at acceptable levels, our credit card fees for chargeback transactions, or for all credit card transactions, may be increased, and, if the problem significantly worsens, credit card companies may further increase our fees or terminate their relationships with us. Any increases in our credit card fees could adversely affect our results of operations, particularly if we elect not to raise our subscription rates to offset the increase. The termination of our ability to process payments on any major credit or debit card would significantly impair our ability to collect revenues from subscribers.

Our operating results depend on numerous factors and may fluctuate from period to period, which could make them difficult to predict.

Our quarterly and annual operating results are tied to certain financial and operational metrics that have fluctuated in the past and may fluctuate significantly in the future. As a result, you should not rely upon our past operating results as indicators of future performance. Our operating results depend on numerous factors, many of which are outside of our control. For the reasons set forth in this Risk Factors section or other reasons, the results of any prior quarterly or annual periods should not be relied upon as indications of our future performance and our revenues and operating results in the future may differ materially from the expectations of management or investors.

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If government regulation of the Internet or other areas of our business changes or if consumer attitudes toward use of the Internet change, we may need to change the way we conduct our business in a manner that is less profitable or incur greater operating expenses, which could harm our results of operations.

The adoption, modification or interpretation of laws or regulations relating to the Internet or other areas of our business could adversely affect the manner in which we conduct our business or the overall popularity or growth in use of the Internet. Such laws and regulations may cover automatic subscription renewal, credit card processing procedures, sales and other procedures, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts, consumer protection, broadband residential Internet access and the characteristics and quality of services. In foreign countries, such as countries in Europe and Asia, such laws may be more restrictive than in the United States. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet. If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses, make it more difficult to renew subscriptions automatically, make it more difficult to attract new subscribers or otherwise alter our business model. Any of these outcomes could have a material adverse effect on our business, financial condition or results of operations.

Our revenues may be adversely affected if we are required to charge sales taxes in additional jurisdictions and/or other taxes for our products and services.

We collect or have imposed upon us sales or other taxes related to the products and services we sell in certain states and other jurisdictions. Additional states or one or more countries or other jurisdictions may seek to impose sales or other tax collection obligations on us in the future or states or jurisdictions in which we already collect tax may increase the amount of taxes we are required to collect. A successful assertion by any country, state or other jurisdiction in which we do business that we should be collecting sales or other taxes on the sale of our products and services could, among other things, result in substantial tax liabilities for past sales, create significant administrative burdens for us, discourage registered users from purchasing from us or otherwise substantially harm our business and results of operations.

Our Revolving Facility may not be sufficient for our needs, and we may require additional capital for business opportunities, acquisitions or unforeseen circumstances. If such sources are not available to us, or are not available on acceptable terms, we may not be able to expand and our business and/or our operating results and financial condition may be materially harmed.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business opportunities, including developing new features and products or enhancing our existing solutions, improving our operating infrastructure or acquiring complementary businesses and technologies. Our Revolving Facility, which provides for $50.0 million of borrowings, may not be sufficient for our needs. Accordingly, we may engage in debt financing to secure additional funds; however, we may not be able to obtain additional financing on terms favorable to us, if at all. For example, our Amended Credit Facility and the indenture governing the exchange notes contain restrictive covenants relating to our capital-raising activities and other financial and operational matters, and any debt financing secured by us in the future could involve further restrictive covenants, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to grow our business and to respond to business challenges could be significantly impaired, and our business may be materially harmed.

We face risks associated with currency exchange rate fluctuations, which could adversely affect our revenues and operating results.

For the three months ended March 31, 2013 and for both the periods from December 29, 2012 to December 31, 2012 and from January 1, 2012 to December 28, 2012, approximately 23% and 22%, respectively, of our total revenues were received, and approximately 8% and 9%, respectively, of our total expenses were paid, in currencies other than the United States dollar, such as the British pound sterling, the Australian dollar and the

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Canadian dollar. As a result, we are at risk for exchange rate fluctuations between such foreign currencies and the United States dollar, which could affect our revenues and results of operations. If the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions will result in decreased revenues, operating expenses and net income. We may not be able to offset adverse foreign currency impact with increased subscription pricing or volume. We attempt to limit our exposure by paying our operating expenses incurred in foreign jurisdictions with revenues received in the applicable currency, but if we do not have enough local currency to pay all our expenses in that currency, we are exposed to currency exchange rate risk with respect to those expenses. Even if we were to implement hedging strategies to mitigate foreign currency risk, these strategies might not eliminate our exposure to foreign exchange rate fluctuations and would involve costs and risks of their own, such as ongoing management time and expertise, external costs to implement the strategies and potential accounting implications.

Our business may be significantly impacted by a change in the economy, including any resulting effect on consumer spending.

Our business may be affected by changes in the economy generally, including any resulting effect on consumer spending specifically. Our products and services are discretionary purchases, and consumers may reduce their discretionary spending on our products and services during an economic downturn. Although we did not experience a material increase in subscription cancellations or a material reduction in subscription renewals during the recent economic downturn, we may yet be impacted if employment and personal income do not continue to improve or if economic conditions in Europe continue to deteriorate. Conversely, consumers may spend more time using the Internet during an economic downturn and may have less time for our products and services in a period of economic growth. In addition, we have already seen a rise in media prices, including television advertising, and prices may further increase if the economy continues to recover or grows, which could significantly increase our marketing and advertising expenses. As a result, our business, financial condition and results of operations may be significantly affected by changes in the global economy generally.

The loss of one or more of our key personnel could harm our business.

We depend on the continued service and performance of our key personnel, including Timothy Sullivan, our President and Chief Executive Officer. We do not maintain key man insurance on any of our officers or key employees. We also do not have long-term employment agreements with our officers or key employees, other than Timothy Sullivan. In addition, much of our key technology and systems are custom-made for our business by our personnel. The loss of key personnel, including key members of our management team, as well as certain of our key marketing, product development or technology personnel could disrupt our operations and have an adverse effect on our ability to operate our business.

We have made significant estimates in calculating our income tax provision and other tax assets and liabilities. If these estimates are incorrect, our operating results and financial condition may be materially affected.

We are subject to regular review and audit by both domestic and foreign tax authorities. Any adverse outcome of such a review or audit could have a negative effect on our operating results and financial condition. In addition, the determination of our provision for income taxes and other tax assets and liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain at the present time. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may have a material effect on our operating results and financial condition.

We earn a significant amount of our operating income from outside the U.S., and there have been proposals to change U.S. tax laws that would significantly impact how we are taxed on foreign earnings. Although we cannot predict whether or in what form this proposed legislation may pass, if enacted it could have a material adverse impact on our future tax expense and cash flow.

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Expenses or liabilities resulting from litigation could adversely affect our results of operations and financial condition.

From time to time, we may be subject to claims or litigation. Any such claims or litigation may be time-consuming and costly, divert management resources, require us to change our products and services, require us to accept returns of software products or have other adverse effects on our business. Any of the foregoing could have a material adverse effect on our results of operations and could require us to pay significant monetary damages. We cannot assure you of the ultimate outcome of any legal proceeding or contingency in which we are or may become involved.

As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are an emerging growth company until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws. For so long as we remain an emerging growth company, we will not be required to:

• have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley; and

• comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (“PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and

• submit certain executive compensation matters to shareholders advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and

• include detailed compensation discussion and analysis in our filings under the Exchange Act, and instead may provide a reduced level of disclosure concerning executive compensation.

Although we intend to rely on the exemptions provided in the JOBS Act, the exact implications of the JOBS Act for us are still subject to interpretations and guidance by the SEC and other regulatory agencies. In addition, as our business grows, we may no longer satisfy the conditions of an emerging growth company. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot assure you that we will be able to take advantage of all of the benefits from the JOBS Act.

In addition, as an “emerging growth company,” we have elected under the JOBS Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Therefore, our financial statements may not be comparable to those of companies that comply with standards that are otherwise applicable to public companies.

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Risks Related to Our Indebtedness

We have a substantial amount of debt, which exposes us to various risks.

We have substantial debt, totaling approximately $968.3 million as of March 31, 2013, and as a result, we have significant debt service obligations. We also have the ability to borrow up to $50.0 million under the Revolving Facility. Our substantial level of debt and debt service obligations could have important consequences including:

• making it more difficult for us to satisfy our obligations with respect to our debt, which could result in an event of default under the indenture governing the notes and the agreements governing our other debt, including the Credit Facility;

• limiting our ability to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements;

• increasing our vulnerability to general economic downturns and industry conditions, which could place us at a disadvantage compared to our competitors that are less leveraged and can therefore take advantage of opportunities that our leverage prevents us from pursuing;

• potentially allowing increases in floating interest rates to negatively impact our cash flows;

• having our financing documents place restrictions on the manner in which we conduct our business, including restrictions on our ability to pay dividends, make investments, incur additional debt and sell assets; and

• reducing the amount of our cash flows available to fund working capital requirements, capital expenditures, acquisitions, investments, other debt obligations and other general corporate requirements, because we will be required to use a substantial portion of our cash flows to service debt obligations.

The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations, prospects and ability to satisfy our obligations under our debt.

Despite current debt levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional debt, including secured debt, in the future. Although our Amended Credit Facility and the indenture governing the exchange notes contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of significant qualifications and exceptions, and any debt we incur in compliance with these restrictions could be substantial. If we incur additional debt on top of our current debt levels, this would exacerbate the risks related to our substantial debt levels.

Our debt agreements include covenants that restrict our ability to operate our business, and this may impede our ability to respond to changes in our business or to take certain important actions.

Our Amended Credit Facility and the indenture governing the exchange notes contain, and the terms of any of our future debt would likely contain, a number of restrictive covenants that impose significant operating and financial restrictions, including restrictions on our ability to engage in acts that may be in our best long-term interests. For example, the indenture governing the exchange notes and the credit agreement governing our Amended Credit Facility restrict our and our subsidiaries’ ability to:

• incur additional debt;

• pay dividends on our capital stock and make other restricted payments;

• make investments and acquisitions;

• engage in transactions with our affiliates;

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• sell assets;

• make acquisitions or merge; and

• create liens.

In addition, our Amended Credit Facility requires us to comply with a total net secured leverage covenant tested both quarterly and upon drawdown when the outstanding loans and letters of credit under our Revolving Facility exceed $15 million. These restrictions could limit our ability to obtain future financings, make needed capital expenditures, respond to and withstand future downturns in our business or the economy in general or otherwise conduct corporate activities that may be necessary or desirable. We may also be prevented from taking advantage of business opportunities that arise because of limitations imposed on us by these restrictive covenants. In addition, it may be costly or time consuming for us to obtain any necessary waiver or amendment of these covenants, or we may not be able to obtain a waiver or amendment on any terms.

A breach of any of these covenants could result in a default under our Amended Credit Facility or the exchange notes, as the case may be, that would allow lenders or note holders to declare our outstanding debt immediately due and payable. If we are unable to pay those amounts because we do not have sufficient cash on hand or are unable to obtain alternative financing on acceptable terms, the lenders or note holders could initiate a bankruptcy proceeding or, in the case of our Amended Credit Facility, proceed against any assets that serve as collateral to secure such debt.

We will require a significant amount of cash to service our debt, and our ability to generate cash depends on many factors beyond our control.

Our ability to satisfy our debt obligations will primarily depend upon our future operating performance and decisions we make with regards to operating our business. As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments to satisfy our debt obligations.

If we do not generate cash flow from operations sufficient to pay our debt service obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at that time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives, which in turn could exacerbate the effects of any failure to generate sufficient cash flow to satisfy our debt service obligations. In addition, any failure to make payments of interest and principal on our outstanding debt on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional debt on acceptable terms and may materially adversely affect the price of the exchange notes.

Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance our obligations on commercially reasonable terms or at all, would have a material adverse effect on our business, financial condition and results of operations and may restrict our current and future operations, particularly our ability to respond to business changes or to take certain actions, as well as on our ability to satisfy our obligations.

Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Certain of our borrowings, primarily borrowings under our Amended Credit Facility, will be at variable rates of interest and expose us to interest rate risk. As such, our net income (loss) is sensitive to movements in interest rates. There are many economic factors outside our control that have in the past, and may in the future,

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impact rates of interest, including publicly announced indices that underlie the interest obligations related to a certain portion of our debt. Factors that impact interest rates include domestic or international governmental monetary policies, inflation, recession, changes in unemployment, the money supply, international disorder and instability in domestic and foreign financial markets. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income (loss) would decrease (increase). Such increases in interest rates could have a material adverse effect on our financial condition and results of operations.

The exchange notes are not secured by our assets, which means the lenders under any of our secured debt, including our Amended Credit Facility, will have priority over holders of the exchange notes to the extent of the value of the assets securing that debt.

The exchange notes and the related guarantees are unsecured. This means they are effectively subordinated in right of payment to all of our and the guarantors’ secured debt, including our Amended Credit Facility, to the extent of the value of the assets securing that debt. Loans under our Amended Credit Facility are secured by substantially all of our and the guarantors’ assets (subject to certain exceptions). As of March 31, 2013, we had approximately $668.3 million outstanding under the Term Loan and $50.0 million of availability under the Revolving Facility. Furthermore, the indenture governing the exchange notes allows us to incur additional secured debt. See Note 8 in our audited consolidated financial statements and Note 5 in our unaudited condensed consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility” for a further description of the terms of the Credit Facility and the Amended Credit Facility.

If we become insolvent or are liquidated, or if payment under our Amended Credit Facility or any other secured debt is accelerated, the lenders under our Amended Credit Facility and holders of other secured debt will be entitled to exercise the remedies available to secured lenders under applicable law (in addition to any remedies that may be available under documents pertaining to our Amended Credit Facility or other senior debt). For example, the secured lenders could foreclose upon and sell assets in which they have been granted a security interest to the exclusion of the holders of the exchange notes, even if an event of default exists under the indenture governing the exchange notes at that time. Any funds generated by the sale of those assets would be used first to pay amounts owing under secured debt, and any remaining funds, whether from those assets or any unsecured assets, may be insufficient to pay obligations owing under the exchange notes.

The exchange notes are structurally subordinated to the debt and other liabilities of our non-guarantor subsidiaries, including certain of our foreign subsidiaries.

Certain of our existing or future foreign subsidiaries do not guarantee the exchange notes, and only the Company and all of the Company’s direct and indirect existing and future restricted subsidiaries (except excluded subsidiaries) that guarantee any indebtedness of Ancestry.com Inc. or any guarantor, or incur indebtedness under a credit facility, in each case, subject to certain exceptions, guarantee the exchange notes. This means the exchange notes are structurally subordinated to the debt and other liabilities of these non-guarantor subsidiaries. As of March 31, 2013, our non-guarantor subsidiaries had no debt outstanding (excluding intercompany debt). Our non-guarantor subsidiaries may, in the future, incur substantial additional liabilities, including debt. Furthermore, we may, under certain circumstances described in the indenture governing the exchange notes, designate subsidiaries to be unrestricted subsidiaries, and any subsidiary that is designated as unrestricted will not guarantee the exchange notes. In the event of our non-guarantor subsidiaries’ bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, the assets of those non-guarantor subsidiaries will not be available to pay obligations on the exchange notes until after all of the liabilities (including trade payables) of those non-guarantor subsidiaries have been paid in full.

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We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the exchange notes.

Upon the occurrence of certain change of control events, we will be required to offer to repurchase all of the exchange notes. Our Amended Credit Facility provides that certain change of control events (including a change of control as defined in the indenture governing the exchange notes) constitute a default. Any future credit agreement or other debt agreement would likely contain similar provisions. If we experience a change of control that triggers a default under our Amended Credit Facility, we could seek a waiver of that default or seek to refinance those facilities. In the event we do not obtain a waiver or complete a refinancing, the default could result in amounts outstanding under those facilities being declared immediately due and payable. In the event we experience a change of control that requires us to repurchase the exchange notes, we may not have sufficient financial resources to satisfy all of our obligations under our Amended Credit Facility and the exchange notes. A failure to make a required change of control offer or to pay a change of control purchase price when due would result in a default under the indenture governing the exchange notes.

The ability of holders of the exchange notes to require us to repurchase the exchange notes as a result of a disposition of “substantially all” of our assets or a change in the composition of our Operating Committee is uncertain.

The definition of change of control in the indenture governing the exchange notes includes the sale, assignment, lease, conveyance or other disposition of “substantially all” of our and our subsidiaries’ assets, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase. Accordingly, the ability of a holder of the exchange notes to require us to repurchase such exchange notes as a result of a sale, assignment, lease, conveyance or other disposition of less than all of our and our subsidiaries’ assets, taken as a whole, to another person or group is uncertain. In addition, a recent Delaware Chancery Court decision raised questions about the enforceability of provisions that are similar to those in the indenture governing the exchange notes, related to the triggering of a change of control as a result of a change in the composition of the Operating Committee. Accordingly, the ability of a holder of exchange notes to require us to repurchase exchange notes as a result of a change in the composition of the members of our Operating Committee is uncertain.

Federal and state statutes allow courts, under specific circumstances, to void guarantees of the exchange notes. In such event, holders of exchange notes would be structurally subordinated to creditors of the issuer of the voided guarantee.

Federal and state statutes allow courts, under specific circumstances, to void guarantees, subordinate claims under the guarantees to the guarantor’s other debt or take other action detrimental to holders of the guarantees of the exchange notes. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the guarantees made by the guarantors could be voided or subordinated to other debt if, among other things:

• any guarantor issued the guarantee to delay, hinder or defraud present or future creditors; or

• any guarantor received less than reasonably equivalent value or fair consideration for issuing such guarantee and, at the time it issued its guarantee, any guarantor:

• was insolvent or rendered insolvent by reason of such incurrence;

• was engaged in a business or transaction for which such guarantor’s remaining unencumbered assets constituted unreasonably small capital;

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature; or

• was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment, the judgment is unsatisfied.

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Among other things, a legal challenge of a guarantee on fraudulent conveyance grounds may focus on the benefits, if any, realized by the guarantor as a result of our issuance of the notes. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if, at the time it incurred the debt,

• the sum of its debts is greater than the fair value of all of its assets;

• the present fair saleable value of its assets was less than the amount that would be required in order to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

• it could not pay or is generally not paying its debts as they become due.

There is no way to predict with certainty what standards a court would apply to determine whether a guarantor was solvent at the relevant time. It is possible that a court could view the issuance of guarantees as a fraudulent conveyance. To the extent that a guarantee were to be voided as a fraudulent conveyance or were to be held unenforceable for any other reason, holders of the exchange notes would cease to have any claim in respect of the guarantor and would be creditors solely of ours and of the guarantors whose guarantees had not been avoided or held unenforceable. In this event, the claims of the holders of the exchange notes against the issuer of an invalid guarantee would be subject to the prior payment in full of all other liabilities of the guarantor thereunder. After providing for all prior claims, there may not be sufficient assets to satisfy the claims of the holders of the exchange notes relating to the voided guarantees. Although each guarantee entered into by a guarantor will contain a provision intended to limit that guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect those guarantees from being voided under fraudulent transfer law, or may reduce that guarantor’s obligation to an amount that effectively makes its guarantee worthless. In a Florida bankruptcy case, this kind of provision was found to be unenforceable and, as a result, the subsidiary guarantees in that case were found to be fraudulent conveyances. We do not know if that case will be followed if there is litigation on this point under the indenture for the exchange notes. However, if it is followed, the risk that the guarantees will be found to be fraudulent conveyances will be significantly increased.

We are owned and controlled by funds advised by Permira, and the funds’ interests as equity holders may conflict with the interests of note holders.

We are indirectly controlled by funds advised by Permira, who have the ability to control our policies and operations. The interests of the funds may not in all cases be aligned with the interests of note holders. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our equity holders might conflict with the interests of note holders. In addition, our equity holders may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even when those transactions involve risks to holders of the exchange notes. Furthermore, funds advised by Permira may in the future own businesses that directly or indirectly compete with us. Funds advised by Permira also may pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may impair our ability to obtain future borrowings at similar costs and reduce our access to capital.

The exchange notes currently have a non-investment grade rating. In the future, any ratings agency may lower a given rating, if that rating agency judges that our business, the economic environment or other future circumstances so warrant. A ratings downgrade could impair our ability to access the capital markets and the cost of obtaining capital.

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During any period in which the exchange notes are rated investment grade, certain covenants contained in the indenture will not be applicable, however, there is no assurance that the exchange notes will be rated investment grade.

The indenture governing the exchange notes provides that certain covenants will not apply to us during any period in which the exchange notes are rated investment grade from each of Standard & Poor’s and Moody’s and no default has otherwise occurred and is continuing under the indenture. The covenants that would be suspended include, among others, limitations on our restricted subsidiaries’ ability to pay dividends, incur indebtedness, sell certain assets and enter into certain other transactions. Any actions that we take while these covenants are not in force will be permitted even if the exchange notes are subsequently downgraded below investment grade and such covenants are subsequently reinstated.

The exchange notes are only guaranteed by entities that also guarantee our Credit Facility. Therefore, certain current and future subsidiaries of the Company that are considered controlled foreign corporations and certain other subsidiaries that are not required to guarantee the Credit Facility will not provide guarantees of the Amended Credit Facility and will not guarantee the exchange notes.

Certain current and future U.S. and non-U.S. indirect subsidiaries of the Company are considered to be controlled foreign corporations. These subsidiaries will not provide guarantees of the Amended Credit Facility and, therefore, will not provide guarantees of the exchange notes. Furthermore, certain other subsidiaries of the Company will not be required to provide guarantees of the Credit Facility and, unless they guarantee other indebtedness of ours or the guarantors, will not guarantee the exchange notes.

A substantial portion of our assets are owned, and a substantial portion of our revenue is generated, by guarantors organized outside the United States. Foreign laws applicable to such guarantors might not be as favorable to note holders as analogous United States federal and state laws.

A substantial portion of our assets are owned by non-U.S. guarantors. As a result of their jurisdiction of organization, laws other than United States federal and state law may apply to such entities in connection with, among other things, their liquidation or dissolution and the validity and enforceability of their guarantees of the notes. We can give no assurance of which jurisdiction’s insolvency law will be applied in the event of the bankruptcy or insolvency of a foreign guarantor of the exchange notes. The procedural and substantive provisions of foreign insolvency laws are different from and, in certain jurisdictions, may be less favorable to holders of the notes than comparable provisions of U.S. insolvency law. Further, pursuant to foreign insolvency law, a foreign guarantor’s liability under its guarantee may rank junior to certain debts entitled to priority under applicable law, which would not be entitled to a similar priority under U.S. insolvency law. Such debts could include, among others, amounts owed to foreign governments, amounts owed to employees such as wages, salary and holiday remuneration, amounts owed in respect of pension scheme contributions, social security contributions or contracts of insurance, and payments pursuant to applicable workmen’s compensation laws. As a result, there can be no assurance that, in the event of a liquidation or insolvency of a foreign guarantor of the exchange notes, note holders will be able to realize upon the guarantee of such foreign guarantor to the same extent as if such foreign guarantor was organized under the laws of a U.S. jurisdiction. The laws of such foreign jurisdictions might also be applied to hold the guarantee of a foreign guarantor void and unenforceable in connection with a liquidation or otherwise. Such foreign laws may also be used to hold a payment made under a guarantee to be void and refundable. Accordingly, the guarantee of a foreign guarantor could be held void and unenforceable under applicable foreign law in a situation in which, if foreign law did not apply, the same guarantee would be enforceable under applicable U.S. federal and state law. The guarantees of the foreign guarantors may also be held void under certain foreign laws if it is determined that the company issuing the guarantee does not receive sufficient commercial benefit for doing so. If there is insufficient commercial benefit, the beneficiary of the guarantee may not be able to rely on the authority of the directors of that company to grant the guarantee, and accordingly a court may set aside the guarantee at the request of, among others, the company’s shareholders or a liquidator. Although we believe that the guarantee of each foreign guarantor is enforceable and

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that each guarantor has received sufficient commercial benefit from issuing its guarantee, we cannot assure you that a foreign court would agree with our conclusion and not hold such guarantee to be void under applicable foreign law.

The Issuer is a holding company, and its ability to make any required payment on the notes is dependent on the operations of, and the distribution of funds from, its and Parent’s subsidiaries.

The Issuer’s and Parent’s subsidiaries conduct substantially all of our operations and own all of our operating assets. Therefore, the Issuer depends on dividends and other distributions from its and Parent’s subsidiaries to generate the funds necessary to meet its obligations, including its required obligations under the notes. Moreover, each of our subsidiaries is a legally distinct entity and, other than those of our subsidiaries that are guarantors of the notes, have no obligation to pay amounts due pursuant to the notes or to make any of their funds or other assets available for these payments. Although the indenture governing the exchange notes limits the ability of the restricted subsidiaries to enter into consensual restrictions on their ability to pay dividends and make other payments, these limitations have a number of significant qualifications and exceptions, including provisions contained in the indenture governing the exchange notes and the Amended Credit Facility that restrict the ability of the restricted subsidiaries to make dividends and distributions or otherwise transfer any of their assets to the Issuer.

There is no public market for the exchange notes, and we cannot be sure that a market for the exchange notes will develop.

The exchange notes are a new issue of securities for which there is no active trading market. If any of the exchange notes are traded after their initial issuance, they may trade at a discount from their initial offering price due to a number of potential factors, including not only our financial condition, performance and prospects, but also many that are not directly related to us, such as a lack of liquidity in trading of the exchange notes, prevailing interest rates, the market for similar securities, general economic conditions and prospects for companies in our industry generally. In addition, the liquidity of the trading market in the exchange notes and the market prices quoted for the exchange notes may be materially adversely affected by changes in the overall market for high-yield securities.

Risks Related to Intellectual Property

If our intellectual property and technologies are not adequately protected to prevent use or appropriation by our competitors, the value of our brand and other intangible assets may be diminished, and our business may be materially affected.

Our future success and competitive position depend in part on our ability to protect our proprietary technologies and intellectual property. We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as on the protections afforded by trademark, copyright, patent and trade secret law, to protect our proprietary technologies and intellectual property. Because certain of our trademarks contain words or terms that have a common usage, we may have difficulty registering them in certain jurisdictions. Although we possess intellectual property rights in some aspects of our digital content, search technology, software products and digitization and indexing processes, our digital content is not protected by any registered copyrights or other registered intellectual property or statutory rights. Rather, our digital content is protected by user agreements that limit access to and use of our data, as well as by certain proprietary and non-proprietary technology and software. However, compliance with the use restrictions is difficult to monitor, and any technology or software that we deploy to protect our digital content may prove to be inadequate for such purpose. In addition, our proprietary rights in our digital content databases may be more difficult to enforce than other forms of intellectual property rights.

There can be no assurance that the steps we take will be adequate to protect our technologies and intellectual property, that our patent and trademark applications will lead to issued patents and registered trademarks in all instances, that others will not develop or patent similar or superior technologies, products or services, or that our

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patents, trademarks and other intellectual property will not be challenged, invalidated or circumvented by others. Furthermore, the intellectual property laws of other countries at which our Web sites are or may in the future be directed, may not protect our products and intellectual property rights to the same extent as the laws of the United States. The legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in Internet-related industries are uncertain and still evolving, both in the United States and in other countries. In addition, third parties may knowingly or unknowingly infringe our patents, trademarks and other intellectual property rights, and litigation may be necessary to protect and enforce our intellectual property rights. Any such litigation could be very costly and could divert management attention and resources. If the protection of our technologies and intellectual property is inadequate to prevent use or appropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our subscription services and methods of operations. Any of these events would have a material adverse effect on our business, financial condition and results of operations.

We also expect that the more successful we are, the more likely it will become that competitors will try to develop products that are similar to ours, which may infringe on our proprietary rights. It may also be more likely that competitors will claim that our products and services infringe on their proprietary rights. If we are unable to protect our proprietary rights or if third parties independently develop or gain access to our or similar technologies, our business, revenues, reputation and competitive position could be harmed.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information. Failure to protect our proprietary information could make it easier for third parties to compete with our products and harm our business.

A substantial amount of our tools and technologies are protected by trade secret laws. In order to protect our proprietary technologies and processes, we rely in part on security measures, as well as confidentiality agreements with our employees, licensees, independent contractors and other advisors. These measures and agreements may not effectively prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. We could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, others may independently discover our trade secrets and proprietary information, and in such cases, we could not assert any trade secret rights against such parties. Laws regarding trade secret rights in certain markets in which we operate may afford little or no protection to our trade secrets. The loss of trade secret protection could make it easier for third parties to compete with our products by copying functionality. In addition, any changes in or unexpected interpretations of the trade secret and other intellectual property laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could materially affect our business, revenues, reputation and competitive position.

Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our Web sites, content indexes, and marketing and advertising activities.

Trademark, copyright, patent and other intellectual property rights are important to us and other companies. Our intellectual property rights extend to our technologies, business processes and the content on our Web sites. We use intellectual property licensed from third parties in merchandising our products and marketing and advertising our services. From time to time, third parties may allege that we have violated their intellectual property rights. If there is a valid claim against us for infringement, misappropriation, misuse or other violation of third party intellectual property rights, and we are unable to obtain sufficient rights or develop non-infringing intellectual property or otherwise alter our business practices on a timely basis, our business and competitive position may be adversely affected. Many companies are devoting significant resources to obtaining patents that could affect many aspects of our business. There are numerous patents that broadly claim means and methods of conducting business on the Internet. We have not exhaustively searched patents relevant to our technologies and business. If we are forced to defend ourselves against intellectual property infringement claims, whether they are

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with or without merit or are determined in our favor, we may face costly litigation, diversion of technical and management personnel, limitations on our ability to use our current Web sites or inability to market or provide our products or services. As a result of any such dispute, we may have to develop non-infringing technology, pay damages, enter into royalty or licensing agreements, cease providing certain products or services, adjust our merchandizing or marketing and advertising activities or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us. In addition, many of our co-branding, distribution and other partnering agreements require us to indemnify our partners for third-party intellectual property infringement claims, which could increase the cost to us of an adverse ruling in such an action.

In addition, as a publisher of online content, we face potential liability for negligence, copyright, patent or trademark infringement or other claims based on the nature and content of data and materials that we publish or distribute. These claims could arise with respect to both institutional and user-generated content. Litigation to defend these claims could be costly and any other liabilities we incur in connection with the claims may have a material adverse effect on our business, financial condition and results of operations.

If we are unable to protect our domain names, our reputation and brand could be affected adversely, which may negatively impact our ability to compete.

We have registered domain names for Web site destinations that we use in our business, such as Ancestry.com, Ancestry.co.uk, Archives.com, and Fold3.com. However, if we are unable to maintain our rights in these domain names, our competitors could capitalize on our brand recognition by using these domain names for their own benefit. In addition, our competitors could capitalize on our brand recognition by using domain names similar to ours. Domain names similar to ours have been registered in the United States and elsewhere, and in many countries the top-level domain names “ancestry” or “genealogy” are owned by other parties. Although we own the “ancestry.co.uk” domain name in the United Kingdom, we might not be able to, or may choose not to, acquire or maintain other country-specific versions of the “ancestry” and “genealogy” domain names. Further, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights varies from jurisdiction to jurisdiction and is unclear in some jurisdictions. We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of, our brand or our trademarks or service marks. Protecting and enforcing our rights in our domain names and determining the rights of others may require litigation, which could result in substantial costs and divert management attention. We may not prevail if any such litigation is initiated.

Risks Related to the Exchange Offer

You must comply with the exchange offer procedures in order to receive new, freely tradable exchange notes.

We will not accept your initial notes for exchange if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after timely receipt of your initial notes, a properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your initial notes. Therefore, if you want to tender your initial notes, please allow sufficient time to ensure timely delivery. If we do not receive your initial notes, letter of transmittal, and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your initial notes, we will not accept your initial notes for exchange. Neither we nor the exchange agent is required to notify you of defects or irregularities with respect to the tenders of initial notes for exchange. If there are defects or irregularities with respect to your tender of initial notes, we will not accept your initial notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

The issuance of the exchange notes may adversely affect the market for the initial notes.

To the extent the initial notes are tendered and accepted in the exchange offer, the trading market for the untendered, and tendered but unaccepted, initial notes could be adversely affected. Because we anticipate that most holders of the initial notes will elect to exchange their initial notes for exchange notes due to the absence of

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restrictions on the resale of exchange notes under the Securities Act, we anticipate that the liquidity of the market for any initial notes remaining after the completion of this exchange offer may be substantially limited. Please refer to the section in this prospectus entitled “The Exchange Offer—Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences.”

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes.

Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your exchange notes. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur liability under this act. We do not and will not assume, or indemnify you against, this liability.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements relating to future events and future performance. All statements other than those that are purely historical may be forward-looking statements. We may, in some cases, use words such as “project,” “believe,” “anticipate,” “continue,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially,” “will” or “may,” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements in this prospectus include statements about:

• our future financial performance, including our revenues, cost of revenues and operating expenses and our ability to sustain profitability and achieve long-term growth;

• our rate of revenue and expense growth;

• our high degree of leverage and our ability to service our debt;

• the potential impact of debt covenant restrictions on our flexibility in operating our business;

• our success with respect to any recent or future acquisitions, and our ability to integrate acquired businesses;

• the pool of our potential subscribers;

• our ability to attract and retain subscribers and their choices of subscription package;

• our ability to manage growth, including adding employees and facilities;

• our investments in content, technology and products, and the success of our promotional programs and new products, including our AncestryDNA service;

• our competitive position;

• our ability to generate additional revenues on a cost-effective basis;

• our ability to acquire content and make it available online;

• our ability to enhance the subscribers’ experience with added tools and features and to provide value;

• our continued investment in our international operations;

• our ability to adequately manage costs and control margins and trends;

• our brand awareness;

• our liquidity and working capital requirements and the availability of cash and credit;

• our ability to protect users’ data and privacy concerns and to comply with privacy and security standards and laws, including data related to our AncestryDNA service;

• changes in our effective tax rate;

• the impact of external market forces, including changes in the macroeconomic environment and foreign currency exchange rates;

• the impact of claims or litigation;

• the impact of potential legislation and regulatory changes on privacy, subscription renewal, DNA or other aspects of our business; and

• risks related to the notes and to high yield debt securities generally.

Although we believe that the assumptions underlying the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss in this prospectus under the caption

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“Risk Factors” and elsewhere. You should read these factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus.

If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. All subsequent written or spoken forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this prospectus are made only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the periods indicated. For purposes of computing the ratio of earnings to fixed charges, earnings consist of income (loss) before income taxes. Fixed charges consist of interest expense and the portion of rent expense that management believes is representative of the interest component of rental expense.

Successor

Predecessor

Successor

Predecessor

For the period from December 29,

For the period from January 1,

Three Months Ended March 31,

2012 to December 31, 2012

2012 to December 28, 2012

Year Ended December 31,

2013

2012

2011

2010

2009

2008

Ratio of earnings to fixed charges

—

(1)

69.7x

—

(2)

67.9x

87.4x

11.5x

5.2x

1.3x

(1) For the three-month period ended March 31, 2013, earnings were insufficient to cover our fixed charges by $42.2 million primarily due to non-cash expenses, including amortization expense from acquired intangible assets and adjustments to revenue as a result of the application of purchase accounting for the Transaction.

(2) For the period from December 29, 2012 through December 31, 2012, earnings were insufficient to cover our fixed charges by $104.0 million due primarily to Transaction-related costs, additional amortization expense from acquired intangible assets and stock-based compensation.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes in exchange for the outstanding initial notes. We are making this exchange solely to satisfy our obligations under the registration rights agreements entered into in connection with the offering of the initial notes. In consideration for issuing the exchange notes, we will receive initial notes in like aggregate principal amount. The initial notes were issued on December 28, 2012 to fund a portion of the Transaction.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2013. You should read this table in conjunction with “Summary—Summary Historical Consolidated and Unaudited Pro Forma Condensed Combined Financial Data,” “Use of Proceeds,” “Unaudited Pro Forma Condensed Combined Financial Data,” “Selected Consolidated Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this prospectus.

	As of March 31, 2013
	(Unaudited)
	(In millions)
Cash and cash equivalents	$	72.0
Debt:
Revolving Facility (1)	$	—
Term Loan		668.3
Notes		300.0
Total debt		968.3
Total member’s interest		591.0
Total capitalization	$	1,559.3

(1) As of March 31, 2013, we had $50.0 million of availability under our Revolving Facility.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On October 21, 2012, Ancestry.com Inc. entered into the Merger Agreement with Merger Sub and its parent company, Holdings, to acquire the Predecessor for $32.00 per share of common stock. Holdings is a wholly-owned subsidiary of Ancestry.com LLC, which is controlled by the Sponsors. On December 28, 2012, pursuant to the Merger Agreement, Ancestry.com LLC through its wholly-owned subsidiaries completed its acquisition of the Predecessor for approximately $1.5 billion.

On August 17, 2012, Ancestry.com completed the acquisition of the Family History Business of Inflection LLC (“Archives.com”) for total cash consideration of $100.0 million plus assumed liabilities pursuant to the Asset Purchase Agreement dated April 25, 2012 by and between the Predecessor and Inflection LLC.

The Company accounts for business combinations pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. In accordance with ASC 805, the Company recognizes separately from goodwill, the identifiable assets acquired and the liabilities assumed, generally at the acquisition date fair value as defined by ASC 820, Fair Value Measurements and Disclosures. Goodwill as of the acquisition date represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired at the acquisition date.

The unaudited pro forma condensed combined financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2012 is based on the historical financial statements of the Company and Archives.com after giving effect to the Transaction and the Company’s acquisition of Archives.com and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. Certain prior period amounts from the Company’s historical financial statements have been reclassified to conform to current presentation; these reclassifications did not have a significant impact on the historical financial statements. The unaudited pro forma condensed combined statement of operations is presented as if the Transaction and the acquisition of Archives.com had occurred on January 1, 2012.

The pro forma adjustments are based on information available as of the date of this prospectus. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. These preliminary estimates and assumptions are subject to change based on finalization of the third-party valuation of intangible assets and the final resolution of potential indemnification obligations. Therefore, final adjustments may differ from the pro forma adjustments presented herein.

The historical financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the Transaction and the Company’s acquisition of Archives.com, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results of the Company and Archives.com. The unaudited pro forma condensed combined financial statements, including the notes thereto, do not reflect any potential cost savings or other synergies that could result from the Transaction or the acquisition of Archives.com. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the Transaction and the Archives.com acquisition had occurred on the dates indicated.

The unaudited pro forma condensed combined financial statements should be read in conjunction with (i) the information included under the headings “Selected Consolidated Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Ancestry.com LLC and (ii) the Statements of Assets Acquired and Liabilities Assumed of the Family History Business of Inflection LLC as of June 30, 2012 (unaudited) and December 31, 2011 and Statements of Revenue and Direct Expenses of the Family History Business of Inflection LLC for the six months ended June 30, 2012 and 2011 (unaudited) and for the year ended December 31, 2011 included elsewhere in this prospectus.

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ANCESTRY.COM LLC

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(In thousands)

	Ancestry.com Year Ended December 31, 2012			Archives.com January 1,  2012 to June 30, 2012			Archives.com July 1, 2012 to August 16, 2012			Archives.com Acquisition Pro Forma Adjustments				Transaction Pro Forma Adjustments				Pro Forma Combined
Revenues	$	487,085	(1)	$	10,206		$	3,067			—				—			$	500,358
Cost of revenues		86,726	(1)		1,887			443			94		A		15,070		E		104,220
Gross profit		400,359			8,319			2,624			(94	)			(15,070	)			396,138
Operating expenses:
Technology and development		78,154			2,536			631			—				—				81,321
Marketing and advertising		139,218			7,036			1,640			(128	)	B		—				147,766
General and administrative		46,376			865			565			—				—				47,806
Amortization of acquired intangibles		18,023			—			—			6,777		B, C		160,520		E		185,320
Transaction related expenses		109,368			—			—			—				(109,368	)	F		—
Total operating expenses		391,139			10,437			2,836			6,649				51,152				462,213
Income (loss) from operations		9,220			(2,118	)		(212	)		(6,743	)			(66,222	)			(66,075	)
Interest expense, net		(1,795	)		—			—			—				(71,514	)	G		(73,309	)
Other income, net		742			—			—			—				—				742
Income (loss) before income taxes		8,167			(2,118	)		(212	)		(6,743	)			(137,736	)			(138,642	)
Income tax (expense) benefit		(10,053	)		—			—			3,311		D		(56,296	)	H		(49,554	)
Net loss	$	(1,886	)	$	(2,118	)	$	(212	)	$	(3,432	)		$	(81,440	)		$	(89,088	)

(1) Subscription and product revenues have been combined and presented as one line item; cost of subscription and cost of product revenue have been likewise combined.

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Statements

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ANCESTRY.COM LLC

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (unaudited)

1. The Transaction

On October 21, 2012, the Issuer entered into the Merger Agreement with Merger Sub and Holdings to acquire the Issuer for $32.00 per share of common stock. Holdings is a wholly-owned subsidiary of Parent, which is controlled by the Sponsors. On December 28, 2012, pursuant to the Merger Agreement, Parent, through its wholly-owned subsidiaries completed its acquisition of the Predecessor for approximately $1.5 billion.

The Transaction was accounted for under FASB ASC Topic 805, Business Combinations. The purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. The purchase price allocation is subject to change based on the finalization of the fair value of assets and liabilities acquired. The purchase price was allocated as follows (in thousands, except weighted average useful lives):

	Fair Value Allocations			Weighted Average Useful Lives
				(in years)
Assets acquired:
Cash	$	40,051
Property and equipment		27,813
Other tangible assets		42,008
Acquired intangible assets including content databases:
Content databases		271,200			10.0
Subscriber and partner relationships		220,400			4.0
Core technology		247,300			5.0
Trade names		118,000			10.0
Other intangible assets		16,400			4.8
Goodwill		944,267
Total assets		1,927,439
Liabilities assumed:
Accrued expenses and other liabilities		(75,066	)
Deferred revenues		(114,700	)
Deferred tax liability		(235,265	)
Total net assets acquired	$	1,502,408

The goodwill is primarily attributable to growth opportunities of the Company and the assembled workforce. None of the goodwill recorded in connection with the Transaction will be deductible for income tax purposes. Other acquired intangible assets will be amortized over their estimated useful lives using methods which approximate the pattern in which the underlying economic benefits are consumed. The total weighted average useful life of acquired intangible assets is 8.0 years.

2. ARCHIVES.COM ACQUISITION

On August 17, 2012, the Company acquired Archives.com, a family history Web site, for $100.0 million in cash consideration plus assumed liabilities. This transaction will enable the Company to add a differentiated service, targeted to a complementary segment of the growing family history market. Cash consideration of $15.0 million is being held in escrow for potential indemnification obligations; escrow cash of $7.5 million less any indemnified losses will be released on each of the nine-month and 18-month anniversaries of the closing date.

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The assets acquired and liabilities assumed were recorded based on their estimated fair values at the date of the acquisition; the fair value of the intangible assets acquired was primarily determined by using the income and cost approaches. The final purchase price allocation for the acquisition is subject to change based on finalization of a third-party valuation of intangible assets and the resolution of any potential indemnification obligations. The purchase price of this acquisition was preliminarily allocated as follows:

	Fair Value Allocations			Weighted Average Useful Lives
	(in thousands)			(in years)
Assets acquired:
Restricted cash	$	4,818
Other tangible assets		3
Acquired intangible assets including content databases:
Content databases		8,100			10.0
Subscriber and partner relationships		17,200			4.0
Core technology		10,700			3.6
Trade names		3,600			10.0
Other intangible assets		1,500			3.0
Goodwill		68,085
Total assets		114,006
Liabilities assumed:
Deferred revenues		(9,100	)
Accrued expenses and other liabilities		(4,906	)
Total net assets acquired	$	100,000

The goodwill of $68.1 million represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and is expected to be deductible for tax purposes. The goodwill is primarily attributable to expected operational synergies from having a complementary offering serving a fast growing segment of the family history market. Other acquired intangible assets will be amortized over their estimated useful lives using methods which approximate the pattern in which the underlying economic benefits are consumed. The total weighted average useful life of acquired intangible assets was 5.6 years.

The fair value of all intangible assets acquired from acquisitions during the period January 1, 2012 to December 28, 2012 were revalued upon acquisition of the Predecessor by the Successor. See Note 1 for further information regarding the Transaction.

3. PRO FORMA ADJUSTMENTS

A. Adjustment to record additional amortization expense after adjusting acquired content databases to fair value. Acquired content databases are amortized on a straight-line basis over an estimated useful life of 10 years.

B. Adjustment to reclassify Archives.com’s historical amortization expense from marketing and advertising expense to amortization of acquired intangible assets to conform to the Company’s presentation.

C. Adjustment to record additional amortization expense after adjusting acquired intangible assets to fair value. Acquired intangible assets are amortized using methods which approximate the pattern in which the underlying economic benefits are consumed and are amortized using estimated useful lives ranging from three to 10 years.

D. Adjustment to record an income tax benefit for Archives.com’s historical pre-tax loss and for the pro forma adjustments based on an estimated statutory tax rate of 36.5%. An adjustment to record an

51

income tax benefit on Archives.com’s historical pre-tax loss was recorded as a part of the pro forma adjustment as none had previously been recorded due to the fact that full financial statements were not available.

E. Adjustment to record additional amortization expense after adjusting acquired intangible assets, including content databases, to fair value. Acquired intangible assets are amortized using methods which approximate the pattern in which the underlying economic benefits are consumed and are amortized using estimated useful lives ranging from three to 10 years.

The following schedule summarizes future expected amortization expense of acquired intangible assets, including content databases for the five years following the Transaction:

	Total
Year 1	$	212,440
Year 2		174,560
Year 3		136,473
Year 4		98,300
Year 5		57,746

F. Adjustment to exclude Transaction-related expenses as they represent a non-recurring cost.

G. Adjustments to record pro forma interest expense, net resulting from our debt are as follows (in thousands):

	Year Ended December 31, 2012
Interest expense on the term loan and on the notes	$	65,263
Amortization of the discount and deferred financing costs related to our debt structure		8,160
Total pro forma interest expense, net		73,423
Less historical interest expense		(1,382	)
Less historical amortization of deferred financing costs		(527	)
Pro forma adjustment interest expense, net	$	71,514

Total pro forma interest expense, net presented in the table above represents interest expense on our current debt structure, including the effects of the repricing of our Credit Facility, which occurred in May 2013, and the amortization of the original issue discount of $26.8 million and deferred financing costs of $38.0 million originally associated with the debt structure.

Total pro forma interest expense, net does not reflect non-recurring expenses incurred as a result of the repricing of our Credit Facility, including a fee equal to 1% of the principal amount of the term loan that was repriced in connection with the Amended Credit Facility and any expense incurred from the application of ASC 470, Modification and Extinguishments.

Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 10 of the condensed consolidated financial statements contained elsewhere in this prospectus for additional information regarding the repricing of our Credit Facility.

H. Adjustment to record pro forma income tax expense for the Transaction based on an estimated statutory tax rate of 36.5%. The pro forma pre-tax loss was adjusted to reverse the nondeductible Transaction-related expenses of $16.5 million recorded in the historical period.

52

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

We operated as Ancestry.com Inc. (the “Predecessor”) until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. See Note 2 in the Consolidated Financial Statements for further information regarding the Transaction. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. The following tables summarize selected consolidated historical financial and operating data for the periods indicated. The summarized Consolidated Balance Sheet data is presented for the Successor period as of December 31, 2012 and the Predecessor periods as of December 31, 2011, 2010, 2009 and 2008 and the unaudited period as of March 31, 2013 (Successor). The summarized Consolidated Statements of Operations data presented below for the Successor period from December 29, 2012 to December 31, 2012, the Predecessor period from January 1, 2012 to December 28, 2012 and the Predecessor periods for the years ended December 31, 2011, 2010, 2009 and 2008 have been derived from our Consolidated Financial Statements, which have been audited by Ernst & Young LLP, an independent registered public accounting firm. Due to the Transaction, the results of the Successor are not comparable with the results of the Predecessor. Our summarized Consolidated Balance Sheet data as of March 31, 2013 (Successor) and the summarized Consolidated Statements of Operations data for the three months ended March 31, 2013 (Successor) and 2012 (Predecessor) are derived from our unaudited Condensed Consolidated Financial Statements included in this prospectus and include all adjustments, consisting of normal and recurring adjustments that we consider necessary for a fair presentation of the financial position and results of operations as of and for such periods. Operating results for the three months ended March 31, 2013 (Successor) are not necessarily indicative of the results that may be expected for the full 2013 fiscal year. See “Risk Factors” included in this prospectus and the notes to our consolidated financial statements. You should read the selected consolidated financial data presented on the following pages in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Successor				Predecessor  (1)
	As of March 31, 2013		As of December 31, 2012		As of December 31,
					2011		2010		2009		2008
	(unaudited)
	(In thousands)
Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	71,978	$	35,651	$	48,998	$	65,519	$	100,272	$	40,121
Total assets		2,027,235		2,077,454		493,849		522,186		523,348		477,975
Deferred revenues		140,171		116,953		108,654		89,301		69,711		61,178
Long-term obligations (2)		942,441		943,312		10,429		498		100,025		133,000
Total liabilities		1,436,194		1,468,108		183,340		158,319		228,458		258,187
Total member’s interests/stockholder’s equity		591,041		609,346		310,509		363,867		294,890		219,788

(1) We operated as the Predecessor until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. As a result of the Transaction, the balance sheet data presented is not comparable between the Predecessor and Successor periods.

(2) Includes the current and long-term portions of debt outstanding in the periods presented and the amounts payable under capital lease obligations as of December 31, 2012, 2011 and 2010.

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	Successor			Predecessor  (1)		Successor			Predecessor (1)
	Three Months Ended March 31,					Period  from Dec. 29, 2012 to Dec. 31, 2012			Period from Jan. 1, 2012 to Dec. 28, 2012		Year Ended December 31,
	2013			2012							2011		2010		2009  (2)		2008
		(unaudited	)		(unaudited)
	(In thousands)
Operations Data:
Subscription revenues	$	113,774		$	102,596	$	3,194		$	451,744	$	377,364	$	281,670	$	207,707	$	181,391
Product and other revenues		9,748			5,940		264			31,883		22,297		19,261		17,195		16,200
Total revenues		123,522			108,536		3,458			483,627		399,661		300,931		224,902		197,591
Total cost of revenues		27,474			19,079		823			85,903		66,508		52,107		46,323		43,614
Total operating expenses		115,680			69,379		105,904			285,235		237,687		188,218		146,618		138,257
Income (loss) from operations		(19,632	)		20,078		(103,269	)		112,489		95,466		60,606		31,961		15,720
Net income (loss)		(21,427	)		13,547		(72,675	)		70,789		62,895		36,845		21,295		2,384

(1) We operated as the Predecessor until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. Operational data presented for the Successor and Predecessor periods is not necessarily comparable due to the Transaction.

(2) Income from operations and net income include an expense related to a settlement in the third quarter of 2009 of a claim regarding the timeliness and accuracy of a content index we created. The settlement resulted in an expense of approximately $2.3 million in 2009.

	Successor		Predecessor  (1)		Successor		Predecessor  (1)		Predecessor  (1)
	Three Months Ended March 31,				Period from Dec. 29, 2012 to Dec. 31, 2012		Period  from Jan. 1, 2012 to Dec. 28, 2012		Year Ended December 31,
	2013		2012						2011		2010		2009  (5)		2008
	(unaudited)		(unaudited)						(In thousands)
Other Financial Data:
Non-GAAP revenues (2)	$	135,022	$	108,536	$	4,008	$	483,627	$	399,661	$	300,931	$	224,902	$	197,591
Adjusted EBITDA (3)		48,980		31,683		1,233		177,592		144,807		100,974		71,585		62,645
Free cash flow (4)		50,691		14,713		1,233		104,754		106,355		60,359		29,613		31,712

(1) We operated as the Predecessor until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. Operational data presented for the Successor and Predecessor periods is not necessarily comparable due to the Transaction.

(2) Non-GAAP revenues. We define non-GAAP revenues as the revenues that would have been recognized, except for the write-down of deferred revenue to fair value as a result of the application of purchase accounting for the Transaction. Non-GAAP revenues is calculated as total revenues plus the effects of non-cash adjustments to revenue from purchase accounting.

(3) Adjusted EBITDA. We define adjusted EBITDA as net income (loss) plus non-cash adjustments to revenue from purchase accounting, interest and other (income) expense, net; income tax expense (benefit); non-cash charges, including depreciation, amortization, impairment of intangible assets and stock-based compensation expense; and expenses associated with the Transaction.

(4) Free cash flow. We define free cash flow as net income (loss) plus non-cash adjustments to revenue from purchase accounting, interest and other (income) expense, net; income tax expense (benefit); non-cash charges, including depreciation, amortization, impairment of intangible assets and stock-based compensation expense; and expenses associated with the Transaction; and minus capitalization of content databases, purchases of property and equipment and cash received (paid) for income taxes and interest.

(5) Income from operations and net income, and therefore adjusted EBITDA and free cash flow, include an expense related to a settlement in the third quarter of 2009 of a claim regarding the timeliness and accuracy of a content index we created. The settlement resulted in an expense of approximately $2.3 million in 2009.

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The following table presents a reconciliation of non-GAAP revenues to total revenues, the most comparable GAAP measure, for each of the periods identified.

	Successor		Predecessor(1)		Successor		Predecessor(1)
	Three months ended March 31,				Period  from Dec. 29, 2012 to Dec. 31, 2012		Period from Jan. 1, 2012 to Dec. 28, 2012		Year Ended December 31,
	2013		2012						2011		2010		2009		2008
	(unaudited)		(unaudited)						(In thousands)
Reconciliation of Non-GAAP revenues to total revenues
Total revenues	$	123,522	$	108,536	$	3,458	$	483,627	$	399,661	$	300,931	$	224,902	$	197,591
Non-cash revenue adjustment (2)		11,500		—		550		—		—		—		—		—
Non-GAAP revenues	$	135,022	$	108,536	$	4,008	$	483,627	$	399,661	$	300,931	$	224,902	$	197,591

(1) We operated as the Predecessor until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. Operational data presented for the Successor and Predecessor periods is not necessarily comparable due to the Transaction.

(2) Represents non-cash adjustments to revenue or the revenues that would have been recognized, except for the write-down of deferred revenue to fair value as a result of the application of purchase accounting for the Transaction.

The following table presents a reconciliation of our adjusted EBITDA and free cash flow to net income (loss), the most comparable GAAP measure, for each of the periods identified.

	Successor			Predecessor(1)			Successor			Predecessor(1)
	Three Months Ended March 31,						Period  from Dec. 29, 2012 to Dec. 31, 2012			Period from Jan. 1, 2012 to Dec. 28, 2012			Year Ended December 31,
	2013			2012									2011			2010			2009  (4)			2008
	(unaudited)			(unaudited)									(In thousands)
Reconciliation of adjusted EBITDA and free cash flow to net income (loss):
Net income (loss)	$	(21,427	)	$	13,547		$	(72,675	)	$	70,789		$	62,895		$	36,845		$	21,295		$	2,384
Non-cash revenue adjustment (2)		11,500			—			550			—			—			—			—			—
Interest expense, net		22,008			167			730			1,065			589			4,697			5,347			11,483
Other (income) expense, net		551			(206	)		—			(742	)		637			(439	)		(21	)		8
Income tax expense (benefit)		(20,764	)		6,570			(31,324	)		41,377			31,345			19,503			5,340			1,845
Depreciation		3,773			3,547			—			14,699			13,450			11,773			10,936			10,732
Amortization		52,893			5,111			1,688			27,879			25,916			23,526			23,214			30,046
Stock-based compensation expense		446			2,947			—			15,421			9,975			5,069			5,474			4,672
Impairment of intangible assets and acquired in-process research and development		—			—			—			—			—			—			—			1,475
Transaction-related expenses (3)		—			—			102,264			7,104			—			—			—			—
Adjusted EBITDA	$	48,980		$	31,683		$	1,233		$	177,592		$	144,807		$	100,974		$	71,585		$	62,645
Capitalization of content databases		(4,753	)		(5,140	)		—			(23,538	)		(20,408	)		(13,874	)		(9,398	)		(8,965	)
Purchases of property and equipment		(3,523	)		(5,093	)		—			(20,776	)		(13,895	)		(12,968	)		(13,362	)		(11,621	)
Cash paid for interest		(11,781	)		(117	)		—			(1,368	)		(466	)		(2,645	)		(7,740	)		(10,068	)
Cash received (paid) for income taxes		21,768			(6,620	)		—			(27,156	)		(3,683	)		(11,128	)		(11,472	)		(279	)
Free cash flow	$	50,691		$	14,713		$	1,233		$	104,754		$	106,355		$	60,359		$	29,613		$	31,712

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(1) We operated as the Predecessor until December 28, 2012 when a company controlled by the Sponsors acquired the Predecessor. As a result, our fiscal year 2012 is divided into a Successor period from December 29, 2012 to December 31, 2012 and a Predecessor period from January 1, 2012 to December 28, 2012. Operational data presented for the Successor and Predecessor periods is not necessarily comparable due to the Transaction.

(2) Represents non-cash adjustments to revenue or the revenues that would have been recognized, except for the write-down of deferred revenue to fair value as a result of the application of purchase accounting for the Transaction.

(3) Transaction-related expenses for the period from December 29, 2012 to December 31, 2012 include $53.1 million of stock-based compensation expense due to the acceleration of vesting for outstanding Predecessor stock-based awards upon closing of the Transaction. See Note 10 in the Consolidated Financial Statements for further detail.

(4) Income from operations and net income, and therefore adjusted EBITDA and free cash flow, include an expense related to a settlement in the third quarter of 2009 of a claim regarding the timeliness and accuracy of a content index we created. The settlement resulted in an expense of approximately $2.3 million in 2009.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with “Selected Consolidated Historical Financial Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Risk Factors” and elsewhere in this prospectus. See “Forward-Looking Statements.”

Company Overview

Ancestry.com is the world’s largest online family history resource, with approximately 2.1 million paying subscribers around the world as of March 31, 2013. Total subscribers across all Web sites, including Ancestry.com branded Web sites, Archives.com, Fold3.com and Newspapers.com, were approximately 2.7 million as of March 31, 2013. We are a pioneer and the leader in the online family history research market. We believe that most people have a fundamental desire to understand who they are and from where they came. Our mission is to help everyone discover, preserve and share their family history. We strive to make our services valuable to individuals ranging from the most committed family historians to those taking their first steps towards satisfying their curiosity about their family stories.

The foundation of our service is an extensive collection of over 11 billion historical records that we have digitized, indexed and added to our Web sites over the past 17 years. We have developed and acquired efficient and proprietary systems for digitizing handwritten historical documents, and we have established relationships with national, state and local government archives, historical societies, religious institutions and private collectors of historical content around the world. Our subscribers use our Web-based platform, proprietary technology and content collection to research their family histories, build their family trees, collaborate with other subscribers, upload their own records and publish and share their stories. Ancestry.com users have uploaded over 163 million items, such as photographs, scanned documents and written stories. This growing pool of user-generated content adds color and context to the family histories assembled from the institutional content available through our Web-based services.

We operate Web sites accessible worldwide, including dedicated sites in the U.S., U.K., Australia, Canada and Sweden. We charge each subscriber for their subscription at the commencement of their subscription period and at each renewal date. Subscriptions automatically renew into the existing package and duration selected, unless cancelled. As of March 31, 2013, approximately 75% of our subscribers had subscription durations greater than one month. Our subscriber retention results coupled with a growing base of longer than one-month duration subscribers have enhanced our near-term visibility on our revenues, which we believe has enabled us to more effectively manage the growth of our business and provide working capital benefits.

As a company, we strive to deliver family history discoveries to subscribers through our extensive content collection. Increasingly, subscriber discoveries are driven by our proprietary technology that provides “hints” of possible record matches to our subscribers. In 2012, over 1.3 billion hints were accepted by our subscribers compared to the approximately 700 million hints accepted in 2011. The increase in hints accepted is a product of subscriber growth, new content, enhanced hinting technologies and changes to how hints are served to subscribers. We also continue to deploy tools and technologies to provide our registered users with an expanding family history collaborative network. Users can invite family and friends to help build their family trees, add personal memories and upload photographs and stories of their own. As of March 31, 2013, our users had created more than 47 million family trees containing over 5 billion profiles. Trees that are shared with others offer many subscribers a substantial head start in their family history research by allowing them to review information collected by users with common ancestry.

We believe we provide ongoing value to our subscribers by regularly adding new historical content, and enhancing our Web-based service and platforms with new tools, features, and services that enable greater collaboration among our users through the growth of our global community.

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JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. Section 107 of the JOBS Act allows us to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As a result, we may delay the adoption of such standards until those standards would otherwise apply to private companies. As an “emerging growth company,” we have elected to delay adoption of new or revised accounting standards applicable to public companies until such pronouncements are made applicable to private companies. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we may choose to rely on certain exemptions. See “Risk Factors—Risks Related to Our Business—As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.”

Metrics

Our management regularly reviews a number of financial and operating metrics, including the following key operating metrics to evaluate our business, determine the allocation of resources, make decisions regarding corporate strategies and evaluate forward-looking projections. The following key operating metrics reflect data with respect to our Ancestry.com Web sites and exclude our other subscription-based Web sites, such as Archives.com and Fold3.com. Total subscribers across all Web sites, including Ancestry.com branded Web sites, Archives.com, Fold3.com and Newspapaers.com, were approximately 2.7 million as of March 31, 2013.

• Total Subscribers. A subscriber is an individual who pays for renewable access or redeems a gift subscription to one of our Ancestry.com branded Web sites. Total subscribers is defined as the number of subscribers at the end of the period.

• Net Subscriber Additions. Net subscriber additions is the total number of new customers who purchase a subscription or redeem a gift subscription to our Ancestry.com branded Web sites less the total number of subscribers who choose not to renew a completed subscription in the period.

Our key business metrics are presented for the three months ended March 31, 2013 and 2012 and for the years ended December 31, 2012, 2011 and 2010 as follows (in thousands):

	Three Months Ended March 31,				Year Ended December 31,
	2013		2012		2012		2011		2010
Total subscribers		2,096		1,870		2,016		1,703		1,395
Net subscriber additions		80		167		313		308		329

The following table presents the percentage of total subscribers by subscription duration as of March 31, 2013 and 2012 and December 31, 2012, 2011 and 2010:

	As of
	March 31,						December 31,
	2013			2012			2012			2011			2010
Annual		45.0	%		52.9	%		47.4	%		59.1	%		61.7	%
Semi-annual		27.0			13.5			24.1			4.9			1.9
Quarterly		3.3			5.3			3.8			6.7			7.0
Monthly		24.7			28.3			24.7			29.3			29.4
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

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Components of Consolidated Statements of Operations

Revenues

Subscription revenues. We derive subscription revenues primarily from providing access to our Ancestry.com Web sites, and we recognize the subscription revenues, net of estimated cancellations, ratably over the subscription period. We offer registered users a 14-day free trial, after which, unless they cancel, we charge the full period subscription amount. No revenue is recognized or allocated to the 14-day free trial period. Amounts received from subscribers for which the performance obligations have not been fulfilled were recorded in deferred revenue. We have established a revenue reserve based on historical subscription cancellations. Actual customer subscription cancellations are charged against the allowance or deferred revenues to the extent that revenue has not yet been recognized.

Subscription revenues from our Ancestry.com Web sites accounted for approximately 92% of total subscription revenues for the three months ended March 31, 2013 and 95% of the total subscription revenues for both the periods from December 29, 2012 to December 31, 2012 and from January 1, 2012 to December 28, 2012. Total subscription revenues also include subscriptions to our other Web sites, such as Archives.com and Fold3.com. We attribute subscription revenues by country based on the billing address of the subscriber, regardless of the Web site to which the person subscribes. The following table presents subscription revenue by geographic region (in thousands):

	Successor		Predecessor		Successor		Predecessor		Predecessor
	Three Months Ended March 31,				Period  from Dec. 29, 2012 to Dec. 31, 2012		Period from Jan. 1, 2012 to Dec. 28, 2012		Year Ended December 31,
	2013		2012						2011		2010
United States	$	86,396	$	76,040	$	2,407	$	340,448	$	282,885	$	212,346
United Kingdom		12,913		12,953		381		53,893		47,539		40,929
All other countries		14,465		13,603		406		57,403		46,940		28,395
Total subscription revenues	$	113,774	$	102,596	$	3,194	$	451,744	$	377,364	$	281,670

In conjunction with the Transaction, deferred revenue was written down to fair value as the result of the application of purchase accounting. As a result, subscription revenues recognized in 2013 will be lower than it would have otherwise been absent this adjustment to deferred revenue. Due to the timing of when deferred revenues that were written down to fair value are recognized to subscription revenues, we expect subscription revenues to increase during the remainder of 2013.

Product and other revenues. Product and other revenues include sales of our AncestryDNA services, Family Tree Maker desktop software, ProGenealogists’ genealogical research services, iArchives’ document digitization services, physical delivery of copies of historical vital records (birth, marriage and death certificates) and other products and services. Revenues related to these products or services are recognized upon shipment of the product or completion of the services, as applicable.

Expenses

Personnel-related costs for each category of cost of revenues and operating expenses include salaries, stock-based compensation, bonuses, employee benefit costs and employer payroll taxes.

Cost of Revenues

Cost of subscription revenues. Cost of subscription revenues consists of amortization of content databases, including content databases acquired as part of the Transaction, Web server operating costs, personnel-related costs of Web support and subscriber services employees, credit card processing fees, outside service costs for subscriber services and royalty costs on certain content licensed from others. Web server operating costs include depreciation and software licensing on Web servers and related equipment and Web hosting costs.

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Cost of product and other revenues. Cost of product and other revenue consists of AncestryDNA service costs, direct costs of products sold, personnel-related costs including iArchives digitization services and ProGenealogists’ genealogical research services, shipping costs and credit card processing fees.

Operating Expenses

Technology and development. Technology and development expenses consist primarily of personnel-related costs and outside service costs. Technology and development personnel-related costs include primarily the personnel costs of developing new products and tools and maintaining and testing our Web sites. Our development personnel are primarily based in the United States and are primarily focused on creating accessibility to content and tools for individuals to do family history research. Outside service costs are primarily incurred for third-party product development and quality assurance services.

Marketing and advertising. Marketing and advertising expenses consist primarily of direct expenses related to television advertising, paid search, online display advertising, promotions and sponsorships, personnel-related costs and affiliate programs. Marketing and advertising costs are principally incurred in the United States, United Kingdom, Australia and Canada.

General and administrative. General and administrative expenses consist principally of personnel-related and outside service expenses related to our executive, finance, legal, human resources and other administrative functions.

Amortization of acquired intangible assets. Amortization of acquired intangible assets is the amortization expense associated with subscriber relationships and contracts, technologies, trademarks and tradenames and other acquired intangible assets resulting from business acquisitions, including those acquired as a result of the Transaction.

Transaction-related expenses. Transaction-related expenses consist of one-time costs associated with the Transaction. Transaction-related expenses consist primarily of investment banking, legal, accounting, consulting, and other expenses related to the Transaction. Transaction-related expenses for the Successor period also includes stock-based compensation expense due to the acceleration of vesting for outstanding Predecessor stock-based awards upon closing of the Transaction.

Interest Expense, Net, Other Income (Expense), Net and Income Tax (Expense) Benefit

Interest expense, net. Interest expense, net includes interest expense associated with borrowings, the amortization of the deferred financing costs and the original issue discount related to the issuance of our Credit Facility and the notes and interest income earned on cash and cash equivalents. Our interest expense varies based on the level of debt outstanding and changes in interest rates.

Other income (expense), net. Other income (expense), net primarily includes foreign currency transaction and remeasurement gains and losses, which vary based on changes in foreign currency exchange rates.

Income tax (expense) benefit. Income tax (expense) benefit consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions.

Critical Accounting Estimates

Our Consolidated Financial Statements are prepared in conformity with GAAP. The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. These estimates and assumptions are often based on historical experience, judgments and other factors that we believe to be reasonable under the circumstances at the time made, but all such estimates and assumptions are inherently

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uncertain and unpredictable. Actual results may differ from those estimates and assumptions, and it is possible that other professionals, applying their own judgment to the same facts and circumstances, could develop and support alternative estimates and assumptions that would result in material changes to our operating results and financial condition. We evaluate our estimates and assumptions on an ongoing basis.

We consider the estimates and assumptions associated with the valuation of acquired intangible assets and goodwill, testing of goodwill for impairment, recoverability of long-lived assets, income taxes and stock-based compensation expense to be our critical accounting estimates. For further information on our significant accounting policies, see Note 1 of the accompanying notes to our audited consolidated financial statements and unaudited condensed consolidated financial statements. There have been no changes to our significant accounting policies since December 31, 2012, except as discussed below in “Recent Accounting Pronouncements.”

Fair Value of Acquired Intangible Assets and Goodwill

We allocate the fair value of purchase consideration from acquisitions to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. We engage independent third party appraisal firms to assist us in determining the fair values of assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to acquired intangible assets. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows, replacement cost of technology assets and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Goodwill Impairment

We review goodwill for impairment at least annually or more frequently if indicators of impairment exist. We perform our annual goodwill impairment test in the fourth quarter. Impairment loss, if any, is recorded when the fair value of goodwill is less than its carrying value. Our goodwill impairment test may require the use of qualitative judgments and fair-value techniques, which are inherently subjective. No impairment losses related to the impairment of goodwill were recognized for the three months ended March 31, 2013 and 2012, the periods from December 29, 2012 to December 31, 2012 and from January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010.

Recoverability of Long-Lived Assets

We review content databases, property and equipment and intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted cash flows that the asset or asset group is expected to generate. If assets are determined to be impaired, the impairment loss to be recognized equals the amount of the carrying value of the asset or group of assets exceeds its fair value. Impairment losses recognized for the three months ended March 31, 2013 and 2012 and for the periods from December 29, 2012 to December 31, 2012 and January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010 were immaterial.

Income Taxes

We are subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. We evaluate the tax position for recognition in accordance with GAAP by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit. This includes consideration of any resolutions of related appeals or litigation processes. The tax benefit is then measured as the largest amount that is more likely than not of being realized upon settlement.

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Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or changes in tax laws. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. The provision for income taxes includes the impact of reserve positions and changes to reserves that are considered appropriate, as well as the related net interest and penalties.

In evaluating our ability to recover our deferred tax assets, in full or in part, we consider all available positive and negative evidence, including our past operating results, our forecast of future market growth, forecasted earnings, future taxable income and prudent and feasible tax planning strategies. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we use to manage the underlying businesses. We believe it is more likely than not that the deferred tax assets recorded on our balance sheet, net of our existing valuation allowance, will ultimately be realized. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to earnings in the period in which we make such determination.

Stock-Based Compensation Expense

Our stock-based compensation plan allows (and our Predecessor’s stock-based compensation plan allowed) for the issuance of stock-based awards, including stock options and RSUs to employees, officers and directors. As of March 31, 2013, outstanding stock-based awards are in an indirect parent entity. Each award represents a contingent right to receive an equivalent investor interest upon exercise of the option or vesting of an RSU. The Predecessor’s awards represented a contingent right to one share of the Predecessor’s common stock. See Note 7 in our condensed consolidated financial statements for the three months ended March 31, 2013 and Note 10 in our consolidated financial statements for the period ended December 31, 2012 for further information on stock-based awards.

Stock-based compensation expense is recorded by amortizing the fair value of each stock-based award expected to vest over the requisite service or performance period. The fair value of each stock option award is calculated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes model requires various assumptions including fair value of the underlying investor’s interest or stock, volatility, expected option life, risk-free interest rate and expected dividends. The fair value of RSUs is based on the value of the investor’s interest or the closing price of the Predecessor’s common stock on the date of grant. In addition, assumptions are made regarding the rate of forfeiture of stock-based awards prior to vesting. We estimate forfeiture rates based on historical forfeitures of stock options and RSUs. To the extent the actual forfeiture rate is different from the estimate, stock-based compensation expense is adjusted accordingly. If any of the assumptions used in estimating the fair value of awards change significantly or the actual forfeiture rate is different than the estimate, stock-based compensation expense may differ materially in the future from that recorded in the current period.

Investor interests of the Successor or shares of the Predecessor for RSUs are issued on their respective vesting dates, generally, net of the minimum statutory tax withholding requirements. As a result, the actual number of investor interests or shares issued will generally be fewer than the actual number of RSUs outstanding.

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Results of Operations

Three months ended March 31, 2013 compared to the three months ended March 31, 2012

The following table sets forth our statement of operations, as included in the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2013 (Successor) and March 31, 2012 (Predecessor). The information in the table below and throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been derived from our condensed consolidated financial statements. You should read this table in conjunction with our condensed consolidated financial statements and the related notes in this prospectus.

	Successor			Predecessor
	Three Months Ended March 31,
	2013			2012
	(In thousands)
Revenues:
Subscription revenues	$	113,774		$	102,596
Product and other revenues		9,748			5,940
Total revenues		123,522			108,536
Costs of revenues:
Cost of subscription revenues		21,743			16,294
Cost of product and other revenues		5,731			2,785
Total cost of revenues		27,474			19,079
Gross profit		96,048			89,457
Operating expenses:
Technology and development		20,517			16,627
Marketing and advertising		36,958			39,549
General and administrative		11,819			10,642
Amortization of acquired intangible assets		46,386			2,561
Total operating expenses		115,680			69,379
Income (loss) from operations		(19,632	)		20,078
Interest expense, net		(22,008	)		(167	)
Other income (expense), net		(551	)		206
Income (loss) before income taxes		(42,191	)		20,117
Income tax benefit (expense)		20,764			(6,570	)
Net income (loss)	$	(21,427	)	$	13,547

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The following table sets forth our statements of operations, as included in the Condensed Consolidated Statements of Comprehensive Income (Loss), as a percentage of revenues for the three months ended March 31, 2013 (Successor) and 2012 (Predecessor). The information contained in the table below should be read in conjunction with our condensed consolidated financial statements and the related notes.

	Successor			Predecessor
	Three Months Ended March 31,
	2013			2012
Revenues:
Subscription revenues		92.1	%		94.5	%
Product and other revenues		7.9			5.5
Total revenues		100.0			100.0
Costs of revenues:
Cost of subscription revenues		17.6			15.0
Cost of product and other revenues		4.6			2.6
Total cost of revenues		22.2			17.6
Gross profit		77.8			82.4
Operating expenses:
Technology and development		16.6			15.3
Marketing and advertising		29.9			36.4
General and administrative		9.6			9.8
Amortization of acquired intangible assets		37.6			2.4
Total operating expenses		93.7			63.9
Income from operations		(15.9	)		18.5
Interest expense, net		(17.8	)		(0.2	)
Other income (expense), net		(0.4	)		0.2
Income before income taxes		(34.1	)		18.5
Income tax expense		16.8			(6.0	)
Net income		(17.3	)%		12.5	%

Revenues, Cost of Revenues and Gross Profit

	Successor			Predecessor			% Change
	Three Months Ended March 31,
	2013			2012
	(In thousands)
Revenues:
Subscription revenues	$	113,774		$	102,596			10.9	%
Product and other revenues		9,748			5,940			64.1
Total revenues		123,522			108,536			13.8
Cost of revenues:
Cost of subscription revenues		21,743			16,294			33.4
Cost of product and other revenues		5,731			2,785			105.8
Total cost of revenues		27,474			19,079			44.0
Gross profit	$	96,048		$	89,457			7.4	%
Gross profit percentage		77.8	%		82.4	%

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Subscription revenues

For the three months ended March 31, 2013, our subscription revenues increased $11.2 million compared to the three months ended March 31, 2012. The increase was primarily the result of an increase in the number of total subscribers from continued marketing efforts and subscription revenues of $5.1 million for Archives.com, which we acquired in August 2012. Subscription revenues in the three months ended March 31, 2013 would have increased by $22.7 million except for the non-cash adjustment to write down deferred revenue to fair value as a result of the application of purchase accounting for the Transaction. For the three months ended March 31, 2013, changes in average foreign currency exchange rates did not have a significant effect on subscription revenues.

Product and other revenues

For the three months ended March 31, 2013, our product and other revenues increased $3.8 million compared to the three months ended March 31, 2012 primarily due to an increase in AncestryDNA service revenue driven by the launch of our new product in May 2012.

Cost of subscription revenues

For the three months ended March 31, 2013, our cost of subscription revenues increased $5.4 million compared to the three months ended March 31, 2012. The increase was primarily due to a $4.0 million increase in content database amortization due to the recognition of content at fair value as a part of purchase accounting for the Transaction. Additionally, personnel-related expenses increased $1.2 million resulting from a 26% increase in the average number of web hosting and subscriber services personnel during the three months ended March 31, 2013 compared to the three months ended March 31, 2012.

Cost of product and other revenues

For the three months ended March 31, 2013, our cost of product and other revenues increased $2.9 million compared to the three months ended March 31, 2012. The increase was primarily due to costs associated with our AncestryDNA service.

Operating Expenses

	Successor		Predecessor		% Change
	Three Months Ended March 31,
	2013		2012
	(In thousands)
Operating expenses:
Technology and development	$	20,517	$	16,627		23.4	%
Marketing and advertising		36,958		39,549		(6.6	)
General and administrative		11,819		10,642		11.1
Amortization of acquired intangible assets		46,386		2,561		1,711.2
Total operating expenses	$	115,680	$	69,379		66.7	%

Technology and development

For the three months ended March 31, 2013, our technology and development expenses increased $3.9 million compared to the three months ended March 31, 2012. The increase is primarily due to an increase in personnel-related expenses primarily resulting from a 26% increase in the average number of technology and development personnel during the three months ended March 31, 2013 compared to the three months ended March 31, 2012.

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Marketing and advertising

For the three months ended March 31, 2013, our marketing and advertising expenses decreased $2.6 million compared to the three months ended March 31, 2012. The decrease was primarily due to a $3.7 million decrease in external marketing costs. This decrease was partially offset by increased personnel related expenses resulting from a 30% increase in the average number of marketing and advertising personnel during the three months ended March 31, 2013 compared to the three months ended March 31, 2012.

General and administrative

For the three months ended March 31, 2013, our general and administrative expenses increased $1.2 million compared to the three months ended March 31, 2012. The increase was primarily the result of an increase in outside service costs for legal and other professional services partially offset by a reduction in other administrative expenses.

Amortization of acquired intangible assets

For the three months ended March 31, 2013, our amortization of acquired intangible assets increased $43.8 million compared to the three months ended March 31, 2012. The increase was primarily due to the amortization of acquired intangible assets that were recorded at fair value as a part of purchase accounting for the Transaction.

Interest Expense, Net, Other Income (Expense), Net and Income Tax (Expense) Benefit

	Successor			Predecessor			% Change
	Three Months Ended March 31,
	2013			2012
	(In thousands)
Interest expense, net	$	(22,008	)	$	(167	)		13,078.4	%
Other income (expense), net		(551	)		206			(367.5	)
Income tax benefit (expense)		20,764			(6,570	)		416.0
Other data:
Effective tax rate		49.2	%		32.7	%

Interest expense, net

For the three months ended March 31, 2013, interest expense, net increased $21.8 million compared to the three months ended March 31, 2012. In conjunction with the Transaction, we entered into a $670.0 million term loan and issued $300.0 million of notes. For the three months ended March 31, 2013, the effective interest rate of the term loan and the notes was 8.6% and 12.0%, respectively. For the three months ended March 31, 2012, we had minimal debt outstanding during the period.

Other income (expense), net

For the three months ended March 31, 2013, our other income (expense), net changed by an immaterial dollar amount compared to the three months ended March 31, 2012.

Income tax benefit (expense)

For the three months ended March 31, 2013, the Company recorded an income tax benefit of $20.8 million, resulting in an effective income tax rate of 49.2%, compared with an income tax expense of $6.6 million for the three months ended March 31, 2012, resulting in an effective income tax rate of 32.7% The 16.5% increase in the effective income tax rate for the three months ended March 31, 2013 compared to the three months ended

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March 31, 2012, resulted primarily from the recognition of 2012 federal research and development tax credits during the first quarter of 2013. This credit, which increased the effective tax rate, was recorded during the first quarter of 2013 as a result of the American Taxpayer Relief Act of 2012, enacted on January 2, 2013. Additionally, the foreign tax rate benefit, which reduced the effective income tax rate during the three months ended March 31, 2012, increased the effective income tax rate during the three months ended March 31, 2013 due to the Company’s loss before income taxes.

The Period from December 29 through December 31, 2012 (Successor), the Period from January 1 through December 28, 2012 (Predecessor) and Year ended December 31, 2011 (Predecessor)

The following table sets forth our Consolidated Statements of Operations for the Successor period from December 29, 2012 to December 31, 2012, for the Predecessor period from January 1, 2012 to December 28, 2012 and for the Predecessor years ended December 31, 2011, and 2010. The information in the table below and throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” has been derived from our audited Consolidated Financial Statements. You should read this table in conjunction with our Consolidated Financial Statements and the related notes in this prospectus.

	Successor			Predecessor			Predecessor
	Period from Dec. 29, 2012 to Dec. 31, 2012			Period from Jan. 1, 2012 to Dec. 28, 2012			Year Ended December 31,
							2011			2010
	(In thousands)
Revenues:
Subscription revenues	$	3,194		$	451,744		$	377,364		$	281,670
Product and other revenues		264			31,883			22,297			19,261
Total revenues		3,458			483,627			399,661			300,931
Costs of revenues:
Cost of subscription revenues		664			66,741			58,292			46,409
Cost of product and other revenues		159			19,162			8,216			5,698
Total cost of revenues		823			85,903			66,508			52,107
Gross profit		2,635			397,724			333,153			248,824
Operating expenses:
Technology and development		642			77,512			58,245			42,296
Marketing and advertising		1,145			138,073			122,997			94,573
General and administrative		381			45,995			39,734			35,390
Amortization of acquired intangible assets		1,472			16,551			16,711			15,959
Transaction-related expenses		102,264			7,104			—			—
Total operating expenses		105,904			285,235			237,687			188,218
Income (loss) from operations		(103,269	)		112,489			95,466			60,606
Interest and other expense, net		(730	)		(323	)		(1,226	)		(4,258	)
Income (loss) before income taxes		(103,999	)		112,166			94,240			56,348
Income tax benefit (expense)		31,324			(41,377	)		(31,345	)		(19,503	)
Net income (loss)	$	(72,675	)	$	70,789		$	62,895		$	36,845

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The following table sets forth, for the periods presented, our Consolidated Statements of Operations as a percentage of total revenues. You should read this table in conjunction with the consolidated financial statements and the related notes in this prospectus.

	Successor			Predecessor			Predecessor
	Period from Dec. 29, 2012 to Dec. 31, 2012			Period from Jan. 1, 2012 to Dec. 28, 2012			Year Ended December 31,
							2011			2010
Revenues:
Subscription revenues		92.4	%		93.4	%		94.4	%		93.6	%
Product and other revenues		7.6			6.6			5.6			6.4
Total revenues		100.0			100.0			100.0			100.0
Costs of revenues:
Cost of subscription revenues		19.2			13.8			14.6			15.4
Cost of product and other revenues		4.6			4.0			2.0			1.9
Total cost of revenues		23.8			17.8			16.6			17.3
Gross profit		76.2			82.2			83.4			82.7
Operating expenses:
Technology and development		18.6			16.0			14.6			14.1
Marketing and advertising		33.1			28.5			30.8			31.4
General and administrative		11.0			9.5			9.9			11.8
Amortization of acquired intangible assets		42.6			3.4			4.2			5.3
Transaction-related expenses		2,957.3			1.5			—			—
Total operating expenses		3,062.6			58.9			59.5			62.6
Income (loss) from operations		(2,986.4	)		23.3			23.9			20.1
Interest and other expense, net		(21.1	)		(0.1	)		(0.3	)		(1.4	)
Income (loss) before income taxes		(3,007.5	)		23.2			23.6			18.7
Income tax benefit (expense)		905.8			(8.6	)		(7.9	)		(6.5	)
Net income (loss)		(2,101.7	)%		14.6	%		15.7	%		12.2	%

Due to the Transaction, our Consolidated Statements of Operations are presented for the Successor period from December 29, 2012 to December 31, 2012 and for the Predecessor periods from January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010. Discussion of the activity for the Successor period from December 29, 2012 to December 31, 2012 is provided below. The remainder of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” provides a discussion of our results of operations for the period January 1, 2012 to December 28, 2012 (the “2012 Predecessor period”) compared to 2011 and 2011 compared to 2010. Tabular data for the Successor period from December 29, 2012 to December 31, 2012, for the Predecessor period from January 1, 2012 to December 28, 2012 and for the Predecessor years ended December 31, 2011, and 2010 are provided throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as a reference.

Successor

Revenues, cost of revenues and operating expenses, excluding Transaction-related expenses, for the period from December 29, 2012 to December 31, 2012 represent our normal recurring operating results for the three-day period. During this period, the Company also incurred $102.3 million of Transaction-related expenses. Transaction-related expenses consist primarily of investment banking, legal, accounting, consulting and other merger and acquisition costs. Transaction-related expenses for the Successor period also include $53.1 million of stock-based compensation expense due primarily to the acceleration of vesting for outstanding Predecessor stock-based awards upon the closing of the Transaction. An income tax benefit of $31.3 million was also

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recognized in the Successor period primarily related to the income tax deduction of Transaction-related expenses. See Notes 2, 10, and 13 in the Consolidated Financial Statements for further information on the Transaction, stock-based awards and income taxes, respectively.

Predecessor

Revenues

	Successor		Predecessor						% Change
	Period from Dec. 29, 2012 to Dec. 31, 2012		Period from Jan. 1, 2012 to Dec. 28, 2012		Year Ended December 31,				2012 Predecessor Period from 2011			2011 from 2010
					2011		2010
	(In thousands)
Revenues:
Subscription revenues	$	3,194	$	451,744	$	377,364	$	281,670		19.7	%		34.0	%
Product and other revenues		264		31,883		22,297		19,261		43.0			15.8
Total revenues	$	3,458	$	483,627	$	399,661	$	300,931		21.0	%		32.8	%

Subscription revenues

2012 Predecessor period compared to 2011. The increase in our subscription revenues of $74.4 million for the 2012 Predecessor period compared to 2011 was primarily the result of an increase in the number of total subscribers, as well as an increase in the average price for monthly duration subscriptions for new subscribers. Net subscriber additions increased primarily due to continued marketing efforts, including marketing connected with the third season of “Who Do You Think You Are?,” which aired in the first half of 2012. The average price for monthly duration subscriptions increased as result of the pricing change of monthly subscriptions initiated at the end of the fourth quarter 2011. Additionally, revenue increased as the percentage of overall subscribers’ packages that were premium packages throughout the year increased. Both the change in price and shift toward premium packages provide greater monthly revenues. These increases were partially offset by an increase in the number of subscribers with longer duration packages, which have a lower average monthly price. In addition, subscription revenues for Archives.com, which we acquired in August 2012, were $7.6 million. During the 2012 Predecessor period, foreign currency exchange rates had an insignificant effect on subscription revenues compared to the rates in 2011.

2011 compared to 2010. The increase in our subscription revenues of $95.7 million in 2011 compared to 2010 was primarily the result of an increase in the number of total subscribers, as well as an increase in the average monthly revenue per subscriber. Net subscriber additions increased primarily due to continued marketing efforts, including marketing connected with the second season of “Who Do You Think You Are?,” which aired in the first half of 2011. Average monthly revenue per subscriber increased due to both an increase in the percentage of overall subscribers that were monthly subscribers throughout the year and an increase in the percentage of overall subscribers’ packages that were premium packages throughout the year, both of which provide greater monthly revenues than other packages. During 2011, foreign currency exchange rates increased subscription revenues by approximately 1% compared to the rates in 2010

Product and other revenues

2012 Predecessor period compared to 2011. The increase in product and other revenues of $9.6 million for the 2012 Predecessor period compared to 2011 was primarily due to a $7.1 million increase in AncestryDNA service revenue driven by the launch of our new product in May 2012 and a $2.2 million increase in ProGenealogists genealogical research services revenue.

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2011 compared to 2010. The increase in product and other revenues of $3.0 million in 2011 compared to 2010 was primarily due to a $1.8 million increase in iArchives digitization services revenue and a $1.6 million increase in ProGenealogists genealogical research services revenue, both of which businesses we acquired in the second half of 2010. In addition, Family Tree Maker revenue increased $0.9 million. These increases were partially offset by a $0.8 million decrease in advertising revenues as a result of having deemphasized advertising services on our Web sites.

Cost of Revenues and Gross Profit

	Successor			Predecessor									% Change
	Period from Dec. 29, 2012 to Dec. 31, 2012			Period from Jan. 1, 2012 to Dec. 28, 2012			Year Ended December 31,						2012 Predecessor Period from 2011			2011 from 2010
							2011			2010
	(In thousands)
Cost of revenues:
Cost of subscription revenues	$	664		$	66,741		$	58,292		$	46,409			14.5	%		25.6	%
Cost of product and other revenues		159			19,162			8,216			5,698			133.2			44.2
Total cost of revenues		823			85,903			66,508			52,107			29.2			27.6
Gross profit	$	2,635		$	397,724		$	333,153		$	248,824			19.4	%		33.9	%
Gross profit percentage		76.2	%		82.2	%		83.4	%		82.7	%

Cost of subscription revenues

2012 Predecessor period compared to 2011. The increase in our cost of subscription revenues of $8.4 million for the 2012 Predecessor period compared to 2011 was primarily due to a $2.8 million increase in outside services costs for subscriber services, a $2.3 million increase in content database amortization due to our continued increased investment in content databases, a $1.5 million increase in Web server operating costs partly attributable to greater user traffic volumes, and a $1.1 million increased in personnel-related expenses.

2011 compared to 2010. The increase in our cost of subscription revenues of $11.9 million in 2011 compared to 2010 was primarily due to a $3.7 million increase in personnel-related costs, a $2.7 million increase in credit card processing fees reflecting higher transaction volumes as a result of increased total subscribers, a $2.6 million increase in Web server operating costs partly attributable to greater user traffic volumes and a $1.6 million increase in content database amortization due to our continued investment in content databases. Personnel-related costs increased primarily due to a 36% increase in the average number of Web hosting and subscriber services support personnel during 2011.

Cost of product and other revenues

2012 Predecessor period compared to 2011. The increase in our cost of product revenues of $10.9 million for the 2012 Predecessor period compared to 2011 was primarily due to a $9.6 million increase in costs associated with our AncestryDNA service.

2011 compared to 2010. The increase in our cost of product revenues of $2.5 million in 2011 compared to 2010 was primarily due to a $1.3 million increase in costs associated with iArchives digitization services and ProGenealogists genealogical research services, both of which businesses were acquired in the second half of 2010, and increases of $1.0 million in total in costs related to DNA testing services and Family Tree Maker software.

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Operating Expenses

	Successor		Predecessor						% Change
	Period from Dec. 29, 2012 to Dec. 31, 2012		Period from Jan. 1, 2012 to Dec. 28, 2012		Year Ended December 31,				2012 Predecessor Period from 2011			2011 from 2010
					2011		2010
(In thousands)
Operating expenses:
Technology and development	$	642	$	77,512	$	58,245	$	42,296		33.1	%		37.7	%
Marketing and advertising		1,145		138,073		122,997		94,573		12.3			30.1
General and administrative		381		45,995		39,734		35,390		15.8			12.3
Amortization of acquired intangible assets		1,472		16,551		16,711		15,959		(1.0	)		4.7
Transaction-related expenses		102,264		7,104		—		—		N/M			N/M
Total operating expenses	$	105,904	$	285,235	$	237,687	$	188,218		20.0	%		26.3	%

Technology and development

2012 Predecessor period compared to 2011. The increase in technology and development expenses of $19.3 million for the 2012 Predecessor period compared to 2011 was primarily the result of a $17.5 million increase in personnel-related expenses resulting from a 31% increase in the average number of technology and development personnel for the period from January 1, 2012 to December 28, 2012.

2011 compared to 2010. The increase in technology and development expenses of $15.9 million in 2011 compared to 2010 was primarily the result of a $12.4 million increase in personnel-related expenses resulting from a 15% increase in the average number of technology and development personnel during 2011. In many cases, we have filled open positions with individuals with more specialized experience than in the past, and we have found that competition for qualified technology and development personnel increased. In addition, costs of third-party service providers increased $2.1 million primarily due to additional outsourced product quality assurance services and research and development costs for new products and features. Depreciation expense and other equipment purchases related to technology and development assets also increased by a total of $0.9 million.

Marketing and advertising

2012 Predecessor period compared to 2011. The increase in marketing and advertising expenses of $15.1 million for the 2012 Predecessor period compared to 2011 was primarily due to an $11.1 million increase in television advertising, sponsorship expenses, search and display costs. These increases primarily resulted from increases in advertising volume, media rates, and increased advertising and product integration costs incurred in connection with the third season of “Who Do You Think You Are?,” which aired 12 original episodes compared to eight original episodes in 2011. Personnel-related costs increased $3.8 million resulting from a 22% increase in the average number of marketing and advertising personnel for the 2012 Predecessor period. Of these increases, a total of $4.1 million was attributable to marketing and advertising costs for Archives.com, which was acquired in August 2012.

2011 compared to 2010. The increase in marketing and advertising expenses of $28.4 million in 2011 compared to 2010 was primarily due to a $25.8 million increase in television advertising and sponsorship expense. These increases primarily resulted from increases in advertising volume and media rates. Our expanded marketing efforts were focused in both domestic and international markets and include increased advertising and product integration costs incurred in connection with the second season of “Who Do You Think You Are?” Marketing expenses grew at a faster rate than gross subscriber additions due in part to the higher media rates, which resulted in an increase in subscriber acquisition cost in 2011. In addition, we increased our paid search

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costs by $5.1 million. Personnel-related costs increased $3.7 million primarily due to a 13% increase in the average number of marketing and advertising personnel during 2011. Outside services expenses and agency fees also increased by a total of $1.0 million. These increases were partially offset by total reductions of $7.2 million in online display advertising volume and affiliate expenses.

General and administrative

2012 Predecessor period compared to 2011. The increase in general and administrative expenses of $6.3 million in the 2012 Predecessor period compared to 2011 was primarily due to a $4.0 million increase in personnel-related costs, a $2.5 million increase in outside services costs primarily related to acquisitions and a $1.9 million increase in occupancy related expense, primarily related to our new San Francisco office. Personnel-related costs increased as a result of a 12% increase in the average number of general and administrative personnel during 2012 and increased stock-based compensation expense. These increases were partially offset by a $2.6 million reduction in other administrative expenses.

2011 compared to 2010. The increase in general and administrative expenses of $4.3 million in 2011 compared to 2010 was primarily due to a $3.2 million increase in personnel-related costs and a $1.7 million increase in other administrative costs. Personnel-related costs increased as a result of employee additions in connection with businesses that were acquired in the second half of 2010 and increased stock-based compensation expense. These increases were partially offset by decreases in outside services costs primarily due to no businesses being acquired in 2011.

Amortization of acquired intangible assets

2012 Predecessor period compared to 2011. The amortization for acquired intangible assets remained consistent for the 2012 Predecessor period compared to 2011. Amortization of intangible assets acquired as part of business acquisitions during the 2012 Predecessor period were offset by a decrease in amortization expense from certain acquired intangible assets that became fully amortized.

2011 compared to 2010. The increase in amortization of acquired intangible assets of $0.8 million in 2011 compared to 2010 was primarily due to the amortization of intangible assets acquired as part of business acquisitions in the second half of 2010.

Interest and Other Expense, Net and Income Tax (Expense) Benefit

	Successor			Predecessor									% Change
	Period from Dec. 29, 2012 to Dec. 31, 2012			Period from Jan. 1, 2012 to Dec. 28, 2012			Year Ended December 31,						2012 Predecessor Period from 2011			2011 from 2010
							2011			2010
(In thousands)
Interest and other expense, net	$	(730	)	$	(323	)	$	(1,226	)	$	(4,258	)		(73.7	)%		(71.2	)%
Income tax benefit (expense)		31,324			(41,377	)		(31,345	)		(19,503	)		32.0			60.7
Effective tax rate		30.1	%		36.9	%		33.3	%		34.6	%

Interest and other expense, net

2012 Predecessor period compared to 2011. Interest and other expense, net decreased $0.9 million for the 2012 Predecessor period compared to 2011 primarily due to foreign exchange gains during the 2012 Predecessor period.

2011 compared to 2010. The decrease in Interest and other expense, net of $3.0 million in 2011 compared to 2010 was primarily due to a decrease in interest expense reflecting our having no debt outstanding throughout 2011 until December 2011 when we borrowed $10.0 million under our prior credit facility. This decrease was partially offset by foreign exchange losses in 2011.

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Income tax benefit (expense)

2012 Predecessor period compared to 2011. Our effective income tax rate increased by 3.6 percentage points for the 2012 Predecessor period compared to 2011. The effective income tax rate increased primarily due to the recognition of federal research and development tax credits in 2011 but none in the 2012 Predecessor period. The federal research and development tax credit expired on December 31, 2011, in accordance with the provisions of the Tax Relief Act of 2010. This increase was offset in part due to increased earnings in jurisdictions with lower effective tax rates for the 2012 Predecessor period compared to 2011.

2011 compared to 2010. Our effective income tax rate decreased by 1.3 percentage points for 2011 compared to 2010. The decrease was primarily due to benefits from the recognition of research and development tax credits.

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Unaudited Quarterly Results of Operations

The following table presents our unaudited quarterly consolidated results of operations for the Successor quarter ended March, 31, 2013, the Successor period from December 29, 2012 to December 31, 2012, the Predecessor period from October 1, 2012 to December 28, 2012 and for the three Predecessor quarters ended September 30, 2012 and the four Predecessor quarters ended December 31, 2011. This unaudited quarterly consolidated information has been prepared on the same basis as our audited Consolidated Financial Statements, and, in the opinion of management, includes all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods. You should read this table in conjunction with our Consolidated Financial Statements and the related notes located elsewhere in this prospectus. The results of operations for any period are not necessarily indicative of the results of operations for any future periods.

	Successor						Predecessor
	Three  Months Ended March 31, 2013			Period from Dec.  29, 2012 to Dec. 31, 2012			Period from Oct. 1, 2012 to Dec. 28, 2012			Three Months Ended
										Sep. 30, 2012			Jun. 30, 2012			Mar. 31, 2012			Dec. 31, 2011			Sept. 30, 2011			June 30, 2011			Mar. 31, 2011
	(In thousands)
Consolidated Statements of Operations Data:
Revenues:
Subscription revenue	$	113,774		$	3,194		$	117,179		$	118,932		$	113,037		$	102,596		$	97,381		$	98,093		$	96,707		$	85,183
Product and other revenues		9,748			264			10,479			9,423			6,041			5,940			6,843			5,008			4,601			5,845
Total revenues		123,522			3,458			127,658			128,355			119,078			108,536			104,224			103,101			101,308			91,028
Costs of revenues:
Cost of subscription revenues		21,743			664			17,268			16,776			16,403			16,294			15,002			15,292			14,111			13,887
Cost of product revenues		5,731			159			6,474			6,319			3,584			2,785			2,989			1,558			1,841			1,828
Total cost of revenue		27,474			823			23,742			23,095			19,987			19,079			17,991			16,850			15,952			15,715
Gross Profit		96,048			2,635			103,916			105,260			99,091			89,457			86,233			86,251			85,356			75,313
Operating expenses
Technology and development		20,517			642			22,220			19,887			18,778			16,627			15,562			14,773			14,242			13,668
Marketing and advertising		36,958			1,145			32,770			30,810			34,944			39,549			28,673			30,266			30,250			33,808
General and administrative		11,819			381			11,390			11,230			12,733			10,642			10,513			9,753			10,111			9,357
Amortization of acquired intangible assets		46,386			1,472			6,189			4,577			3,224			2,561			3,840			4,304			4,297			4,270
Transaction-related expenses		—			102,264			4,226			2,878			—			—			—			—			—			—
Total operating expenses		115,680			105,904			76,795			69,382			69,679			69,379			58,588			59,096			58,900			61,103
Income (loss) from operations		(19,632	)		(103,269	)		27,121			35,878			29,412			20,078			27,645			27,155			26,456			14,210
Interest expense, net		(22,008	)		(730	)		(391	)		(380	)		(128	)		(167	)		(171	)		(146	)		(134	)		(138	)
Other income (expense), net		(551	)		—			(19	)		482			74			206			(126	)		(247	)		(295	)		31
Income (loss) before tax		(42,191	)		(103,999	)		26,711			35,980			29,358			20,117			27,348			26,762			26,027			14,103
Income tax benefit (expense)		20,764			31,324			(14,346	)		(11,080	)		(9,381	)		(6,570	)		(9,032	)		(7,711	)		(9,470	)		(5,132	)
Net income (loss)	$	(21,427	)	$	(72,675	)	$	12,365		$	24,900		$	19,977		$	13,547		$	18,316		$	19,051		$	16,557		$	8,971

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The following table presents our unaudited quarterly consolidated results of operations for the Successor quarter ended March 31, 2013, the Successor period from December 29, 2012 to December 31, 2012, the Predecessor period from October 1, 2012 to December 28, 2012 and for the three quarters ended September 30, 2012 and the four Predecessor quarters ended December 31, 2011 as a percentage of revenues:

	Successor						Predecessor
	Three Months Ended March 31, 2013			Period from Dec. 29, 2012 to Dec. 31, 2012			Period from Oct.  1, 2012 to Dec. 28, 2012			Three Months Ended
										Sep. 30, 2012			Jun. 30, 2012			Mar. 31, 2012			Dec. 31, 2011			Sept. 30, 2011			June 30, 2011			Mar. 31, 2011
Consolidated Statements of Operations Data:
Revenues:
Subscription revenue		92.1	%		92.4	%		91.8	%		92.7	%		94.9	%		94.5	%		93.4	%		95.1	%		95.5	%		93.6	%
Product and other revenue		7.9			7.6			8.2			7.3			5.1			5.5			6.6			4.9			4.5			6.4
Total revenue		100.0			100.0			100.0			100.0			100.0			100.0			100.0			100.0			100.0			100.0
Costs of revenues:
Cost of subscription revenues		17.6			19.2			13.5			13.1			13.8			15.0			14.4			14.8			13.9			15.3
Cost of product revenue		4.6			4.6			5.1			4.9			3.0			2.6			2.9			1.5			1.8			2.0
Total cost of revenue		22.2			23.8			18.6			18.0			16.8			17.6			17.3			16.3			15.7			17.3
Gross Profit		77.8			76.2			81.4			82.0			83.2			82.4			82.7			83.7			84.3			82.7
Operating expenses
Technology and development		16.6			18.6			17.4			15.5			15.8			15.3			14.9			14.3			14.1			15.0
Marketing and advertising		29.9			33.1			25.8			24.1			29.3			36.4			27.5			29.3			29.9			37.1
General and administrative		9.6			11.0			8.9			8.7			10.7			9.8			10.1			9.5			10.0			10.3
Amortization of acquired intangible assets		37.6			42.6			4.8			3.6			2.7			2.4			3.7			4.2			4.2			4.7
Transaction- related expenses		—			2,957.3			3.3			2.2			—			—			—			—			—			—
Total operating expenses		93.7			3,062.6			60.2			54.1			58.5			63.9			56.2			57.3			58.2			67.1
Income (loss) from operations		(15.9	)		(2,986.4	)		21.2			27.9			24.7			18.5			26.5			26.4			26.1			15.6
Interest expense, net		(17.8	)		(21.1	)		(0.3	)		(0.3	)		(0.1	)		(0.2	)		(0.2	)		(0.2	)		(0.1	)		(0.1	)
Interest and other income (expense), net		(0.4	)		—			—			0.4			0.1			0.2			(0.1	)		(0.2	)		(0.3	)		—
Income (loss) before tax		(34.1	)		(3,007.5	)		20.9			28.0			24.7			18.5			26.2			26.0			25.7			15.5
Income tax benefit (expense)		16.8			905.8			(11.2	)		(8.6	)		(7.9	)		(6.0	)		(8.6	)		(7.5	)		(9.4	)		(5.6	)
Net income (loss)		(17.3	)%		(2,101.7	)%		9.7	%		19.4	%		16.8	%		12.5	%		17.6	%		18.5	%		16.3	%		9.9	%

The following table presents a reconciliation of non-GAAP revenues to total revenues, the most comparable GAAP measure, for the Successor quarter ended March 31, 2013, the Successor period from December 29, 2012 to December 31, 2012, the Predecessor period from October 1, 2012 to December 28, 2012 and for the three Predecessor quarters ended September 30, 2012 and the four Predecessor quarters ended December 31, 2011:

	Successor				Predecessor
	Three  Months Ended March 31, 2013		Period From Dec.  29, 2012 to Dec. 31, 2012		Period From Oct. 1, 2012 to Dec. 28, 2012		Three Months Ended
							Sept. 30, 2012		June 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sept. 30, 2011		June 30, 2011		Mar. 31, 2011
	(In thousands)
Reconciliation of Non-GAAP revenues to total revenues
Total revenues	$	123,522	$	3,458	$	127,658	$	128,355	$	119,078	$	108,536	$	104,224	$	103,101	$	101,308	$	91,028
Non-cash revenue adjustment (1)		11,500		550		—		—		—		—		—		—		—		—
Non-GAAP revenues	$	135,022	$	4,008	$	127,658	$	128,355	$	119,078	$	108,536	$	104,224	$	103,101	$	101,308	$	91,028

(1) Represents non-cash adjustments to revenue or the revenues that would have been recognized, except for the write-down of deferred revenue to fair value as a result of the application of purchase accounting for the Transaction.

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The following table presents a reconciliation of adjusted EBITDA and free cash flows to net income (loss), the most comparable GAAP measure and other financial data, for the Successor quarter ended March 31, 2013, the Successor period from December 29, 2012 to December 31, 2012, the Predecessor period from October 1, 2012 to December 28, 2012 and for the three Predecessor quarters ended September 30, 2012 and the four Predecessor quarters ended December 31, 2011. For additional information, refer to the discussion of adjusted EBITDA and free cash flow in “Selected Consolidated Historical Financial Data.”

	Successor						Predecessor
	Three  Months Ended March 31, 2013			Period from Dec.  29, 2012 to Dec. 31, 2012			Period from Oct. 1, 2012 to Dec. 28, 2012			Three Months Ended
										Sept. 30, 2012			June 30, 2012			Mar. 31, 2012			Dec. 31, 2011			Sept. 30, 2011			June 30, 2011			Mar. 31, 2011
	(In thousands)
Reconciliation of adjusted EBITDA and free cash flow to net income (loss):
Net income (loss):	$	(21,427	)	$	(72,675	)	$	12,365		$	24,900		$	19,977		$	13,547		$	18,316		$	19,051		$	16,557		$	8,971
Non-cash revenue adjustment (1)		11,500			550			—			—			—			—			—			—			—			—
Interest expense, net		22,008			730			391			380			128			167			171			146			134			138
Other expense (income), net		551			—			19			(482	)		(74	)		(206	)		126			247			295			(31	)
Income tax expense (benefit)		(20,764	)		(31,324	)		14,346			11,080			9,381			6,570			9,032			7,711			9,470			5,132
Depreciation		3,773			—			3,792			3,754			3,606			3,547			3,657			3,341			3,188			3,264
Amortization		52,893			1,688			9,403			7,554			5,811			5,111			6,254			6,681			6,576			6,405
Stock-based compensation expense		446			—			4,335			4,083			4,056			2,947			3,107			2,942			2,201			1,725
Transaction-related expenses (2)		—			102,264			4,226			2,878			—			—			—			—			—			—
Adjusted EBITDA	$	48,980		$	1,233		$	48,877		$	54,147		$	42,885		$	31,683		$	40,663		$	40,119		$	38,421		$	25,604
Capitalization of content databases		(4,753	)		—			(4,572	)		(6,288	)		(7,538	)		(5,140	)		(5,784	)		(4,673	)		(4,204	)		(5,747	)
Purchases of property and equipment		(3,523	)		—			(3,333	)		(7,326	)		(5,024	)		(5,093	)		(4,904	)		(4,573	)		(3,693	)		(725	)
Cash paid for interest		(11,781	)		—			(831	)		(337	)		(83	)		(117	)		(133	)		(107	)		(111	)		(115	)
Cash received (paid) for income taxes		21,768			—			(95	)		(6,537	)		(13,904	)		(6,620	)		—			(126	)		(3,282	)		(275	)
Free cash flow	$	50,691		$	1,233		$	40,046		$	33,659		$	16,336		$	14,713		$	29,842		$	30,640		$	27,131		$	18,742
Stock-based compensation expense included in:
Cost of subscription revenues	$	—		$	—		$	261		$	235		$	248		$	152		$	172		$	127		$	85		$	62
Technology and development		214			—			2,342			2,008			2,054			1,354			1,493			1,375			911			776
Marketing and advertising		—			—			419			498			546			450			439			406			383			325
General and administrative		232			—			1,313			1,342			1,208			991			1,003			1,034			822			562
Transaction-related expenses		—			53,118			—			—			—			—			—			—			—			—
Total stock-based compensation expense	$	446		$	53,118		$	4,335		$	4,083		$	4,056		$	2,947		$	3,107		$	2,942		$	2,201		$	1,725

(1) Represents non-cash adjustments to revenue or the revenues that would have been recognized, except for the write-down of deferred revenue to fair value as a result of the application of purchase accounting for the Transaction.

(2) Transaction-related expenses for the period from December 29, 2012 to December 31, 2012 include $53.1 million of stock-based compensation expense due to the acceleration of vesting for outstanding Predecessor stock-based awards upon closing of the Transaction. See Note 10 in the Consolidated Financial Statements for further detail.

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The following table presents our key business metrics for the nine quarters ended March 31, 2013 (in thousands):

	Three Months ended
	March 31, 2013		December 31, 2012			September 30, 2012		June 30, 2012		March 31, 2012		December 31, 2011		September 30, 2011		June 30, 2011		March 31, 2011
Key Business Metrics:
Total subscribers		2,096		2,016			2,020		2,005		1,870		1,703		1,701		1,672		1,615
Net subscriber additions		80		(4	)		15		135		167		2		29		57		220

Liquidity and Capital Resources

Credit Facility

In December 2012, in connection with the Transaction, the Issuer entered into a $720 million Credit Facility, consisting of a $670 million Term Loan maturing in December 2018 and a $50 million Revolving Facility expiring in December 2017. On May 15, 2013, we completed a repricing of the Credit Facility and the Issuer entered into the Amended Credit Facility. The Amended Credit Facility repriced the Term Loan, which had approximately $668.3 million principal outstanding immediately prior to the repricing, for a new $488 million tranche of term B loans maturing in December 2018 and a new $150 million tranche of term A loans maturing in May 2018. Additionally, we used $30 million of cash-on-hand to decrease the aggregate principal amount of the Term Loan. The Issuer continues to have a $50 million Revolving Facility expiring in December 2017. In addition to customary fees and expenses, we paid a fee equal to 1% of the principal amount of the loans that were repriced in connection with the Amended Credit Facility, or approximately $6.4 million.

The Amended Credit Facility allows the Issuer to borrow up to $150 million plus additional amounts provided the pro forma total net secured leverage ratio does not exceed 4.00 to 1.00. Amounts borrowed under the Term Loan B are required to be paid in equal quarterly installments totaling 1% of the aggregate principal amount of the Term Loan B after giving effect to the Amended Credit Facility annually, with the balance payable upon maturity. Amounts borrowed under the Term Loan A are payable in equal quarterly installments of $7.5 million until maturity, with the balance payable upon maturity. Additionally, subject to certain conditions, mandatory prepayments are required to be made annually with up to 50% of excess cash flow, based on our net secured leverage ratio, and net cash proceeds of certain other transactions. As of March 31, 2013, no funds had been drawn against the Revolving Facility. Borrowings under the Revolving Facility may be used to finance our on-going working capital needs and for general corporate purposes, including permitted business acquisitions and capital expenditures.

The Term Loan B, Term Loan A and Revolving Facility bear interest on the outstanding unpaid principal amount at a rate equal to an applicable margin plus, at the Company’s option, either: (a) a base rate determined by reference to the highest of (i) the Barclays Bank PLC prime rate at such time, (ii) 0.50% in excess of the overnight federal funds rate at such time and (iii) the LIBOR rate that is in effect for a LIBOR loan with an interest period of one month plus 1.00%, provided that the base rate for the Term Loan B is not less than 2.25% and that the base rate for the Term Loan A is not less than 2.00%; or (b) a LIBOR rate, provided that the LIBOR rate for the Term Loan B is not less than 1.25% and that the LIBOR rate for the Term Loan A is not less than 1.00%. The applicable margin shall mean either: (a) in the case of a base rate Term Loan B, 3.00%, and in the case of a base rate Term Loan A, 2.25%, or (b) in the case of a LIBOR Term Loan B, 4.00%, and in the case of a LIBOR Term Loan A, 3.25%. At March 31, 2013, the interest rate on the Term Loan was equal to a LIBOR floor of 1.25% plus an applicable margin of 5.75%. The applicable margin for the Revolving Facility is subject to step-ups and step-downs based on the Company’s leverage ratio. Ancestry is also required to pay a commitment fee of 0.50% per annum on the unutilized commitments under the Revolving Facility, which fee decreases to 0.375% if the total net secured leverage ratio is less than or equal to 2.75 to 1.00.

The Issuer’s obligations under the Amended Credit Facility are guaranteed by Parent and all existing and future, wholly owned material restricted subsidiaries of Parent, except (i) any subsidiaries constituting controlled

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foreign corporations (“CFCs”) or any direct subsidiaries thereof, (ii) any wholly owned domestic restricted subsidiaries substantially all of the assets of which constitute the equity of CFCs, (iii) any wholly owned foreign subsidiaries to the extent a guaranty by such subsidiary is not permitted or materially restricted under the law of the jurisdiction of such foreign subsidiary and (iv) wholly owned subsidiaries that contributed less than 5.0% of Consolidated EBITDA (as defined in the Amended Credit Facility) (10.0% of revenues in respect of any foreign subsidiary of Parent) and, in the case of domestic subsidiaries, less than 5.0% of total assets, provided that if at any time the aggregate amount of Consolidated EBITDA or total assets attributable to such domestic subsidiaries exceeds 7.5% of Consolidated EBITDA or total assets or the aggregate amount of revenue attributable to such foreign subsidiaries exceeds 10% of revenues, Parent must designate sufficient subsidiaries as guarantors to eliminate such excess. All obligations under the Amended Credit Facility and the related guarantees are secured by a perfected first priority lien or security interest in substantially all of the Issuer’s and the guarantors’ tangible and intangible assets.

The Amended Credit Facility contains customary affirmative and negative covenants, including limitations on indebtedness; limitations on liens; limitations on certain fundamental changes (including, without limitation, mergers, consolidations, liquidations and dissolutions); limitations on dispositions; limitations on dividends, other payments in respect of capital stock and other restricted payments; limitations on investments, loans, advances and acquisitions; limitations on guarantees and other contingent obligations; limitations on payments, repayments and modifications of subordinated indebtedness and certain other indebtedness; limitations on transactions with affiliates; limitations on sale and leaseback transactions; limitations on changes in fiscal periods; limitations on agreements restricting liens and/or dividends; and limitations on changes in lines of business. In addition, the Amended Credit Facility contains a maximum total net secured leverage ratio, which will be tested quarterly if outstanding loans and letters of credit under the Revolving Credit Facility exceed $15 million or upon the drawdown of loans and/or issuance letters of credit if such drawdown and/or issuance exceeds $15 million after giving effect thereto. Events of default under the Amended Credit Facility include, among others, nonpayment of principal when due; nonpayment of interest, fees or other amounts; cross-defaults; covenant defaults; material inaccuracy of representations and warranties; bankruptcy events with respect to us, or any of our material restricted subsidiaries; material unsatisfied or unstayed judgments; certain ERISA events; a change of control; or actual or asserted invalidity of any material guarantee or security document.

The Credit Facility also required the Company to enter into an interest rate protection agreement within 90 days of closing for a period of not less than three years such that not less than 50% of the outstanding debt of the Issuer and its restricted subsidiaries at the closing date is (i) subject to an interest rate protection agreement or (ii) fixed rate borrowings. During the three months ended March 31, 2013, the Company entered into interest rate cap agreements with a $190 million total notional amount that caps the three-month LIBOR rate at 1.50% for three years. These agreements, in conjunction with the fixed interest rate borrowings discussed below, met the stipulations prescribed by the Credit Facility agreement. See Note 5 in the Condensed Consolidated Financial Statements as of March 31, 2013 and Note 8 in the Consolidated Financial Statements as of December 31, 2012 for further description of the terms of our Credit Facility.

Notes

In December 2012, in connection with the Transaction, Ancestry.com Inc. issued $300 million of the notes. Interest is payable semi-annually in arrears on June 15 and December 15 commencing on June 15, 2013. The Issuer may redeem all or any portion of the notes at any time prior to December 15, 2016 at a price equal to 100% of the aggregate principal plus the applicable premium, as defined in the indenture, and accrued interest. The Issuer may redeem any portion or all of the notes after December 15, 2016 at redemption prices as set forth in the indenture, plus accrued and unpaid interest. In addition, the Issuer may redeem up to 35% of the aggregate principal of the notes with an amount equal to the proceeds of certain equity offerings any time prior to December 2015 at 111% plus accrued interest. Upon a change of control, the Issuer is required to make an offer to redeem all of the notes from the holders at 101% of the principal amount thereof plus accrued interest. The notes are guaranteed by the Company and certain of our subsidiaries. See “Description of Exchange Notes.”

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Predecessor Credit Facility

In September 2010, the Predecessor entered into a $100.0 million principal amount senior secured revolving credit facility (“Predecessor Credit Facility”). The Predecessor Credit Facility had a maturity date of September 9, 2013 and was secured by a first-priority security interest in all of the capital stock of the Predecessor’s wholly-owned domestic subsidiaries and 65% of the capital stock in material foreign subsidiaries, as well as the real and personal property assets. The Predecessor Credit Facility was terminated in conjunction with the Transaction.

Liquidity

Our primary sources of liquidity are our cash and cash equivalents, our cash flows from operations and our Revolving Facility. As of March 31, 2013, we had $72.0 million in cash and cash equivalents and $50.0 million of availability on our Revolving Facility. As of March 31, 2013, approximately $22.4 million of our cash and cash equivalents was held by our foreign subsidiaries. We have provided for the additional taxes that would be due if we repatriated these funds for use in our operations in the United States.

Operating costs include costs such as marketing and advertising, personnel-related expenses, capital expenditures related to content databases, equipment and business acquisitions, investments in new service offerings and technologies and Web hosting costs. Expenditures have increased as operations and personnel have grown, and we anticipate that our expenditures will continue to increase in the future. We also significantly increased our investment in content databases in 2012, and we expect our investment in content databases in 2013 to be consistent with 2012. Our future cash expenditures may vary significantly from those now planned and will depend on many factors including:

• amounts we must pay to service our debt;

• the levels of advertising and promotion required to acquire and retain subscribers;

• the development of new services and enhancement of functionality in our technology and tools;

• market acceptance of our services;

• the launch of additional services and improvement of our competitive position in the marketplace;

• our engaging in additional business acquisitions;

• the level of new content acquisition required to retain and acquire subscribers;

• the expansion of our development, marketing and administrative organizations;

• amounts we must spend to integrate and operate acquired businesses;

• the building of infrastructure necessary to support our growth; and

• our relationships with subscribers and vendors

We expect cash and cash equivalents on hand, cash flow from operations and our Revolving Facility will provide adequate funds for our currently anticipated operating and recurring cash needs (e.g., debt service, working capital and capital expenditures) for at least the next twelve months; however, our substantial level of debt and debt service obligations could have important consequences including:

• making it more difficult for us to satisfy our obligations with respect to our debt, which could result in an event of default under the indenture governing the notes and the agreements governing our other debt, including the Amended Credit Facility;

• limiting our ability to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements;

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• increasing our vulnerability to general economic downturns and industry conditions, which could place us at a disadvantage compared to our competitors that are less leveraged and can therefore take advantage of opportunities that our leverage prevents us from pursuing;

• potentially allowing increases in floating interest rates to negatively impact our cash flows;

• having our financing documents place restrictions on the manner in which we conduct our business, including restrictions on our ability to pay dividends, make investments, incur additional debt and sell assets; and

• reducing the amount of our cash flows available to fund working capital requirements, capital expenditures, acquisitions, investments, other debt obligations and other general corporate requirements, because we will be required to use a substantial portion of our cash flows to service debt obligations.

In the future, any credit ratings agency may lower a given credit rating, if that rating agency judges that our business, the economic environment, or other future circumstances so warrant. A ratings downgrade could impair our ability to access the capital markets and the cost of obtaining capital.

We may also seek, depending on market conditions, to refinance certain categories of our debt, including the Amended Credit Facility and the notes. We may also, from time to time, seek to repurchase the notes in the open market or otherwise. Any such transaction would be subject to market conditions, compliance with the Amended Credit Facility agreement and the indenture agreement governing the notes and various other factors.

Cash Flow Analysis

For the three months ended March 31, 2013 compared to March 31, 2012

Summary cash flow information for cash and cash equivalents for the three months ended March 31, 2013 and 2012 is set forth below. We consider cash and cash equivalents in evaluating our overall cash position.

	Successor			Predecessor			% Change
	Three Months Ended March 31,
	2013			2012
	(In thousands)
Net cash and cash equivalents provided by (used in):
Operating activities	$	43,602		$	40,729			7.1	%
Investing activities		(8,276	)		(21,964	)		(62.3	)
Financing activities		1,001			(19,726	)		(105.1	)

Net cash provided by operating activities

For the three months ended March 31, 2013, net cash provided by operating activities was $43.6 million, an increase of $2.9 million compared to the three months ended March 31, 2012. Net cash provided by operating activities consisted of a net loss of $21.4 million, adjustments for non-cash items of $53.0 million and changes in operating assets and liabilities of $12.0 million. For the three months ended March 31, 2013, this represented a $35.0 million decrease in net income, a $40.2 million increase in non-cash adjustments and a $2.4 million decrease in the changes in operating assets and liabilities over the three months ended March 31, 2012. The increase in adjustments for non-cash items primarily consisted of a $47.8 million increase in amortization of intangible assets and content databases and an $11.5 million non-cash adjustment to deferred revenue, which were due to the changes in fair value of the related assets and liabilities as a result of the Transaction. The increase also included a $1.9 million increase in amortization of deferred financing costs due to the issuance of the Credit Facility. These increases were partially offset by a decrease in deferred income taxes of $18.7 million and a decrease in stock-based compensation expense of $2.5 million. The decrease in the changes in operating assets and liabilities was due primarily to the timing of cash receipts and payments offset in part by cash received from tax refunds.

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Net cash used in investing activities

For the three months ended March 31, 2013, net cash used in investing activities totaled $8.3 million, a decrease of $13.7 million compared to the three months ended March 31, 2012. For the three months ended March 31, 2013, investments in content databases and property and equipment decreased by $0.4 million and $1.6 million, respectively. There were no acquisitions of businesses during the three months ended March 31, 2013, resulting in a decrease of $11.7 million in cash paid for acquisitions of businesses compared to March 31, 2012.

Net cash provided by (used in) financing activities

For the three months ended March 31, 2013, net cash provided by financing activities totaled $1.0 million, a change from cash used in financing activities of $20.7 million compared to the three months ended March 31, 2012. The change was primarily due to a decrease of principal payments on debt of $8.3 million, proceeds from member’s capital contributions of $2.5 million and a decrease in repurchases of shares of common stock of $12.8 million. These changes were primarily offset by a $2.0 million decrease in proceeds from the exercise of stock options and a $1.0 million decrease in excess tax benefits from stock-based compensation.

For the Successor period from December 29, 2012 to December 31, 2012, the Predecessor period from January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010

Summary cash flow information for cash and cash equivalents and short-term investments for the Successor period from December 29, 2012 to December 31, 2012, the Predecessor period from January 1, 2012 to December 28, 2012 and the Predecessor years ended December 31, 2011 and 2010 is set forth below. For the purpose of this cash flow analysis, we have included the purchase, maturity and sale of the highly liquid short-term investments that we held during 2010, which we believe were readily convertible to cash on a short-term basis. We consider cash, cash equivalents and any short-term investments in evaluating our overall cash position.

	Successor			Predecessor
	Period from Dec. 29, 2012 to Dec. 31, 2012			Period from Jan.1, 2012 to Dec. 28, 2012			Year Ended December 31,
							2011			2010
(In thousands)
Net cash and cash equivalents and short term investments provided by (used in):
Operating activities	$	(85,335	)	$	153,501		$	131,032		$	105,941
Investing activities		(1,352,744	)		(158,820	)		(34,303	)		(41,432	)
Financing activities		1,473,730			(3,657	)		(113,300	)		(99,306	)

Successor

Net Cash Used in Operating Activities

During the period from December 29, 2012 to December 31, 2012, net cash used in operating activities was $85.3 million. The Company incurred a net loss of $72.7 million during the period primarily due to the recognition of $102.3 million of Transaction-related expenses offset by an expected tax benefit of $31.3 million. Adjustments for non-cash activities during the period were $6.2 million and were primarily due to stock-based compensation expense from Predecessor stock-based awards and amortization of intangible assets. The change in operating assets and liabilities of $18.8 million was due primarily to an increase in the income tax receivable for the deduction of Transaction-related expenses, including the excess tax benefits from stock-based compensation, offset by additional liabilities from transaction-related expenses, which were not paid by the end of the year.

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Net Cash Used in Investing Activities

During the period from December 29, 2012 to December 31, 2012, net cash used in investing activities was $1.4 billion. We acquired our Predecessor, Ancestry.com Inc. for $1.5 billion, of which $1.4 billion, net of cash acquired, was paid in cash.

Net Cash Provided by Financing Activities

During the period from December 29, 2012 to December 31, 2012, net cash provided by financing activities was $1.5 billion. In December 2012, in connection with the Transaction, the Issuer entered into a $670 million Term Loan and issued notes of $300 million, for which $943.2 million in cash, net of the original issue discount, was received. We also paid $38.0 million of deferred financing costs in connection with obtaining the debt financing. Additionally, capital of $555.4 million was contributed as a part of the Transaction. Excess tax benefits of $13.1 million were primarily due to the cash settlement of outstanding equity awards of our Predecessor as a part of the Transaction. See Note 10 in the Consolidated Financial Statements for further information regarding settlement of stock-based awards.

Predecessor

Net Cash Provided by Operating Activities

In the 2012 Predecessor period, net cash provided by operating activities was $153.5 million, an increase of $22.5 million compared to 2011. Net cash provided by operating activities consisted of net income of $70.8 million, adjustments for non-cash items of $57.6 million and the changes in operating assets and liabilities of $25.2 million. In 2012, this represented a $7.9 million increase in net income, a $14.1 million net increase in non-cash adjustments and a $0.4 million net increase in the changes in operating assets and liabilities over 2011. The increase in net income is primarily a product of subscriber growth and increased profitability margins. The increase in adjustments for non-cash items was primarily due to an increase in stock-based compensation expense, depreciation, and amortization of content databases due to the overall growth of the business and our continued investment in personnel and content. The change in adjustments for non-cash items also increased due to a change in deferred income taxes. The increase in the changes in operating assets and liabilities was due to timing of cash receipts and payments offset in part by the change in our income tax position due to less excess tax benefits from stock-based award activity.

In 2011, net cash provided by operating activities was $131.0 million, an increase of $25.1 million compared to 2010. Net cash provided by operating activities consisted of net income of $62.9 million, adjustments for non-cash items of $43.4 million and the changes in operating assets and liabilities of $24.7 million. In 2011, this represented a $26.1 million increase in net income, a $0.4 million net decrease in non-cash adjustments and a $0.6 million net decrease in the changes in operating assets and liabilities over 2010. The increase in adjustments for non-cash items primarily consisted of a $4.1 million increase in depreciation and amortization due to increased investment in long-lived assets and a $4.9 million increase in stock-based compensation expense due to additional employee stock-based awards. These changes were partially offset by a $7.2 million decrease in deferred income taxes and a $2.2 million decrease in amortization of deferred financing costs due to our having terminated and paid in full our outstanding term loan in 2010. The decrease in the changes in operating assets and liabilities was primarily driven by a $12.3 million decrease in the change in accounts payable and other liabilities primarily due to the timing of cash receipts and payments. In addition, the change in other operating assets decreased $3.5 million primarily due to the prepayment of certain expenses and the timing of cash receipts. These decreases were offset by a $26.2 million increase in the change in our income tax position, including a $13.1 million increase in the change in the excess tax benefits due to the exercise of stock options. In addition, the change in deferred revenues increased $2.2 million primarily due to subscriber growth and changes in subscription package mix.

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Net Cash Used in Investing Activities

In the 2012 Predecessor period, net cash used in investing activities totaled $158.8 million, an increase of $124.5 million compared to 2011. In the period January 1, 2012 to December 28, 2012, we completed acquisitions for a total of $114.5 million, net of cash acquired. No acquisitions were completed by our Predecessor in 2011. In addition, our investment in content databases and property and equipment increased by $10.0 million compared to 2011.

In 2011, net cash used in investing activities totaled $34.3 million, a decrease of $7.1 million compared to 2010. In 2010, we used $14.6 million, net of acquired cash, to acquire businesses. As we had no business acquisitions in 2011, this resulting decrease was partially offset by a $6.5 million increase in our investment in content databases in 2011.

Net Cash Used in Financing Activities

In the 2012 Predecessor period, net cash used in financing activities totaled $3.7 million, a decrease of $109.6 million compared to 2011. This decrease was primarily due to a $149.3 million decrease in repurchases of shares of common stock in the Predecessor period of 2012. This decrease was offset, in part, by a $20.0 million net decrease in debt-related cash flows due to our borrowing $10.0 million under a prior credit facility in 2011, which were repaid in 2012. Proceeds from stock options also decreased by $2.0 million and we paid an additional $2.2 million in taxes related to the net share settlement of stock-based awards in 2012. Excess tax benefits also decreased by $15.5 in 2012 due to less stock-based activity.

In 2011, net cash used in financing activities totaled $113.3 million, an increase of $14.0 million compared to 2010. This increase was primarily due to a $137.2 million increase in repurchases of shares of common stock in 2011. This increase was substantially offset by a decrease in principal payments on long-term debt of $100.0 million compared to 2010 and a $13.1 million increase in excess tax benefits from stock-based compensation in 2011. In addition, we borrowed $10.0 million under our Predecessor Credit Facility in December 2011.

Contractual Obligations

The following table summarizes our principal contractual obligations as of December 31, 2012:

			Payments Due by Period
	Total		Less than 1 Year		1-3 Years		4-5 Years		After 5 Years
	(In thousands)
Debt	$	970,000	$	6,700	$	13,400	$	13,400	$	936,500
Interest payments		539,390		80,372		159,317		157,542		142,159
Operating leases		29,853		5,787		11,083		7,129		5,854
Co-location service agreement		5,712		3,062		2,650		—		—
Purchase obligations		5,640		5,640		—		—		—
Capital leases		83		65		18		—		—
Total contractual cash obligations (1)	$	1,550,678	$	101,626	$	186,468	$	178,071	$	1,084,513

(1) Amounts exclude uncertain tax position liability of $4.5 million, for which timing of payments are not determinable.

In April 2013, we entered into a contract with a third-party provider to perform certain services and to provide goods related to its Ancestry DNA service offering. Under the terms of the contract, the Company is required to purchase $24 million of DNA-related services or goods before April 30, 2016 with a minimum purchase requirement of $1.8 million per quarter. The Company may be required to pay additional amounts at the end of each year if certain minimum volume requirements are not met.

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On May 15, 2013, we entered into the Amended Credit Facility, which reduced our future debt and interest payments. For a description of the terms of the Amended Credit Facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility”

There have been no other significant changes to our contractual obligation table since December 31, 2012.

Outstanding purchase orders, which represent authorizations to purchase goods and services that are not legally binding, are not included in contractual obligations. We believe current cash balances, cash generated by future operating activities and cash available under our Amended Credit Facility will be sufficient to meet our contractual cash obligations, debt obligations, and other operating cash requirements in 2013.

Off-balance sheet arrangements

We do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, as part of our ongoing business. Accordingly, our operating results, financial condition and cash flows are not subject to off-balance sheet risks.

Indemnifications

In the ordinary course of business, we enter into contractual arrangements under which we agree to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of such agreements and out of intellectual property infringement claims made by third parties. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. The terms of such obligations may vary. Further, our obligations under these agreements may be limited in terms of time and/or amount, and in some instances, we may have recourse against third parties for certain payments. In addition, we have indemnification agreements with the members of the Operating Committee and certain executive officers that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as members of the Operating Committee or officers.

Notes Guarantees

The notes are unconditionally, guaranteed, jointly and severally, on a senior unsecured basis by Parent and each of its direct and indirect restricted subsidiaries that guarantee indebtedness under the Credit Facility. Not all of Parent’s subsidiaries guarantee the notes and restricted subsidiaries guarantee the notes only to the extent provided for in the indenture. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer. For the three months ended March 31, 2013 and for the periods from December 29, 2012 to December 31, 2013 and January 1, 2012 to December 28, 2012, the non-guarantor subsidiaries generated less than 1% of the Company’s consolidated net revenue (excluding intercompany revenues) for all three periods.

Recent Accounting Pronouncements

As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are an emerging growth company until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which we have, during the previous 3-year period,

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issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed a “large accelerated issuer” as defined under the federal securities laws. For so long as we remain an emerging growth company, we will not be required to:

• have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley;

• submit certain executive compensation matters to shareholders advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and

• include detailed compensation discussion and analysis in our filings under the Exchange Act, and instead may provide a reduced level of disclosure concerning executive compensation.

Although we intend to rely on the exemptions provided in the JOBS Act, the exact implications of the JOBS Act for us are still subject to interpretations and guidance by the SEC and other regulatory agencies. In addition, as our business grows, we may no longer satisfy the conditions of an emerging growth company. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot assure you that we will be able to take advantage of all of the benefits from the JOBS Act.

In addition, as an “emerging growth company,” we have elected under the JOBS Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Therefore, our financial statements may not be comparable to those of companies that comply with standards that are otherwise applicable to public companies.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks in the ordinary course of our business which currently are comprised primarily of interest rate risks and foreign currency exchange risks.

On May 15, 2013, the Issuer completed a repricing of the Term Loan and entered into the Amended Credit Facility, consisting of a $488 million tranche of term B loans maturing in December 2018, a $150 million tranche of term A loans maturing in May 2018. The Issuer continues to have a $50 million Revolving Facility maturing in December 2017. Our Amended Credit Facility bears interest at variable rates and exposes us to interest rate risk. As such, our net income (loss) and debt service payments are sensitive to movements in interest rates. There are many economic factors outside our control that have in the past, and may in the future, impact rates of interest, including publicly announced indices that underlie the interest obligations related to a certain portion of our debt. Factors that impact interest rates include domestic or international governmental monetary policies, inflation, recession, changes in unemployment, the money supply, international disorder and instability in domestic and foreign financial markets. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income (loss) would decrease (increase). Such increases in interest rates could have a material adverse effect on our financial condition and results of operations.

The Credit Facility also required the Company to enter into an interest rate protection agreement within 90 days of closing for a period of not less than three years such that not less than 50% of the outstanding debt of the Issuer and its restricted subsidiaries at the closing date is (i) subject to an interest rate protection agreement or

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(ii) fixed rate borrowings. During the three months ended March 31, 2013, the Company entered into interest rate cap agreements with a $190 million total notional amount that caps the three-month LIBOR rate at 1.50% for three years. These agreements, in conjunction with the fixed interest rate on the notes met the stipulations prescribed by the Credit Facility agreement.

A hypothetical interest rate change of 1% on the variable portion of our Term Loan B and Term Loan A would change expected interest expense in 2013 by $5.0 million. See Note 8 of the notes to the audited consolidated financial statements and Note 5 to the unaudited condensed consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility” for additional information regarding our Credit Facility and Amended Credit Facility.

We have foreign currency exchange rate risks related to our revenues, operating expenses and cash and other account balances denominated in currencies other than the United States dollar. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. As a result, we pay the majority of our foreign currency expenses with cash generated from revenues earned in the relevant currency. In the event our foreign sales, expenses and cash and other account balances increase, our operating results and balance sheet may be more greatly affected by fluctuations in the exchange rates of the currencies in which we do business. At this time we have not, but we may in the future, enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk relating to our results of operations and account balances denominated in foreign currencies. However, it is difficult to predict the impact hedging activities would have on our results of operations.

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BUSINESS

Overview

Ancestry.com is the world’s largest online family history resource, with approximately 2.1 million paying subscribers around the world as of March 31, 2013. Total subscribers across all Web sites, including Ancestry.com branded Web sites, Archives.com, Fold3.com and Newspapers.com, were approximately 2.7 million as of March 31, 2013. We are a pioneer and the leader in the online family history research market. We believe that most people have a fundamental desire to understand who they are and from where they came. Our mission is to help everyone discover, preserve and share their family history. We strive to make our services valuable to individuals ranging from the most committed family historians to those taking their first steps towards satisfying their curiosity about their family stories.

The foundation of our service is an extensive collection of over 11 billion historical records that we have digitized, indexed and added to our Web sites over the past 17 years. We have developed and acquired efficient and proprietary systems for digitizing handwritten historical documents, and we have established relationships with national, state and local government archives, historical societies, religious institutions and private collectors of historical content around the world. Our subscribers use our Web-based platform, proprietary technology and content collection to research their family histories, build their family trees, collaborate with other subscribers, upload their own records and publish and share their stories. Ancestry.com users have uploaded over 163 million items, such as photographs, scanned documents and written stories. This growing pool of user-generated content adds color and context to the family histories assembled from the institutional content available through our Web-based services.

We operate Web sites accessible worldwide, including dedicated sites in the U.S., U.K., Australia, Canada and Sweden. We charge each subscriber for their subscription at the commencement of their subscription period and at each renewal date. Subscriptions automatically renew into the existing package and duration selected, unless cancelled. As of March 31, 2013, approximately 75% of our subscribers had subscription durations greater than one month. Our subscriber retention results coupled with a growing base of longer than one-month duration subscribers have enhanced our near-term visibility on our revenues, which we believe has enabled us to more effectively manage the growth of our business and provide working capital benefits.

As a company, we strive to deliver family history discoveries to subscribers through our extensive content collection. Increasingly, subscriber discoveries are driven by our proprietary technology that provides “hints” of possible record matches to our subscribers. In 2012, over 1.3 billion hints were accepted by our subscribers compared to the approximately 700 million hints accepted in 2011. The increase in hints accepted is a product of subscriber growth, new content, enhanced hinting technologies and changes to how hints are served to subscribers. We also continue to deploy tools and technologies to provide our registered users with an expanding family history collaborative network. Users can invite family and friends to help build their family trees, add personal memories and upload photographs and stories of their own. As of March 31, 2013, our users had created more than 47 million family trees containing over 5 billion profiles. Trees that are shared with others offer many subscribers a substantial head start in their family history research by allowing them to review information collected by users with common ancestry.

We believe we provide ongoing value to our subscribers by regularly adding new historical content and enhancing our Web-based service and platforms with new tools, features and services that enable greater collaboration among our users through the growth of our global community.

In 2012, we delivered strong financial results and continued to position the company for long-term growth through execution of our business strategy. Our key business highlights during the year include the following:

• the acquisition of the Predecessor by a company controlled by the Sponsors for approximately $1.5 billion on December 28, 2012 (see “The Transaction” section below for further information);

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• total subscribers to Ancestry.com branded Web sites increased to approximately 2.0 million or 18% compared to December 31, 2011;

• total revenues increased to $487.1 million or 22% for the combined period December 29, 2012 to December 31, 2012 and January 1, 2012 to December 28, 2012 compared to the year ended December 31, 2011;

• we added over 3.1 billion records to our content collections;

• we participated in the third season of NBC’s television show “Who Do You Think You Are?” which aired 12 original episodes in the first half of 2012;

• we acquired Archives.com in August 2012 for approximately $100.0 million in cash plus assumed liabilities;

• we were the first family history source to publicly release the complete indexed and searchable 1940 U.S. Federal Census; and

• we launched AncestryDNA, combining state-of-the-art DNA science with the Ancestry.com subscriber network.

Growth Strategy

Our goal is to remain the leading online resource for family history and to grow our worldwide subscriber base by offering a superior value proposition to anyone interested in learning more about their family history. Our plan to achieve long-term and sustainable growth is to serve our loyal base of existing subscribers, to attract new subscribers and to invest in new service offerings and technologies.

We believe our previous investments in technology and content have provided a foundation for a scalable business model. We have devoted and expect to continue to devote substantial resources and funds to improve our Web-based services, technologies, and platforms. We also expect to continue to acquire new and relevant historical content and to expand awareness of our brand, products and category through marketing.

The Transaction

On October 21, 2012, the Predecessor entered into the Merger Agreement with Merger Sub and Holdings to acquire the Predecessor for $32.00 per share of common stock. Holdings is a wholly-owned subsidiary of Parent. On December 28, 2012, pursuant to the Merger Agreement, Parent, through its wholly-owned subsidiaries, completed its acquisition of the Predecessor for approximately $1.5 billion. In connection with the Transaction, the following occurred:

• Merger Sub merged with and into the Predecessor and each share of capital stock of Merger Sub was converted into one share of Ancestry.com Inc. common stock.

• Each share of common stock of the Predecessor outstanding immediately prior to the Transaction, other than the rollover shares and the Predecessor’s common shares for which appraisal rights have been duly exercised under Delaware law, was cancelled and converted automatically into a right to receive $32.00 in cash. Immediately prior to the Transaction, the Predecessor had 44.1 million common shares outstanding.

• Each share of common stock of the Predecessor for which appraisal rights were duly exercised under Delaware law was cancelled and converted into the right to receive the fair value of such share in accordance with the provisions of Delaware law. Following the Merger, the holders of such dissenting shares, ceased to have any rights with respect to such shares, except for their rights to seek an appraisal under Delaware law. Parent remains liable for payment for the dissenting shares and restricted cash of $68.0 million for this purpose.

• Investors in the Predecessor rolled over 2.0 million outstanding common shares of the Predecessor with a fair value of $64.3 million in exchange for common stock in an indirect parent entity of Parent.

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• Each share of the Predecessor’s common stock held in treasury was cancelled and retired.

• Certain members of management rolled over outstanding stock options and RSUs in the Predecessor with a fair value of $54.8 million, of which $45.3 million was classified as part of the consideration transferred, into an indirect parent entity or subsidiary of Parent.

• Employees of the Predecessor invested $5.2 million in an indirect parent entity of Parent.

• The vesting of all outstanding options and RSUs of the Predecessor, with the exception of the rollover RSUs, was accelerated. All stock-based awards outstanding as of that date, with the exception of the rollover options and RSUs, were converted into the right to receive an amount in cash equal to the intrinsic value of the award based on a price of $32.00 per share of common stock of the Predecessor. The total fair value of the awards settled in cash was $95.6 million of which $46.3 million was classified as part of the consideration transferred and $49.3 million was recognized as stock-based compensation expense in the Successor period from December 29, 2012 to December 31, 2012.

In connection with the Transaction, the Issuer entered into the $720 million Credit Facility, consisting of the $670 million Term Loan maturing in December 2018 and the $50 million Revolving Facility expiring in December 2017. At March 31, 2013, the interest rate on the Term Loan was equal to a LIBOR floor of 1.25% plus an applicable margin of 5.75%. The Issuer also issued $300 million of the notes. The proceeds, net of the original issue discount, from the Term Loan and the notes of $943.2 million as well as an equity contribution of $555.4 million in cash from the Sponsors and employees were used to finance the Transaction. Cash proceeds from financing sources of the Transaction were also used to pay for related fees and expenses. See Note 2 and Note 8 to the consolidated financial statements included in this prospectus for additional information regarding the Transaction and our debt, respectively. On May 15, 2013, we completed a repricing of our Credit Facility. See “Summary—Recent Developments” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility” for a description of the repricing. As a result of the Transaction, our financial results for the year ended December 31, 2012 are presented for two periods: Successor (December 29, 2012 to December 31, 2012) and Predecessor (January 1, 2012 to December 28, 2012), which relate to the periods succeeding and preceding the Transaction, respectively.

Ancestry.com Web Sites

Through our Ancestry.com Web sites, subscribers can efficiently search through our extensive and growing collection of global and specialized records covering a wide range of historical and cultural subject areas, including birth, marriage and death records, census records, immigration documents, photographs, maps, military records, personal narratives and newspapers. Subscribers can then attach relevant records to individuals in their family trees. In 2012, we added several key content collections to our databases, such as the 1940 U.S. Federal Census, the 1911 England and Wales National Census and the UK National Probate Calendar.

U.S. Ancestry.com. On Ancestry.com, we currently offer new subscribers two subscription packages, U.S. Discovery and World Explorer, for either a monthly or semi-annual duration. Previously, we also offered new subscribers quarterly and annual subscription durations. Subscribers to our U.S. Discovery package gain unlimited access to the complete U.S. collection of records, including the ability to view and download images of original records. Subscribers also can communicate and collaborate with other members of the subscriber network. Our World Explorer package includes unlimited access to the global content in our collection, including the content from our U.S. Discovery package.

We offer new registered users a 14-day free trial, after which, unless they cancel, we charge the full period subscription amount. Subscriptions automatically renew into the existing package and duration selected, unless cancelled. We also offer gift subscriptions to both the U.S. Discovery and World Explorer packages for either annual or semi-annual durations.

International Ancestry.com. We also operate multiple country-specific Ancestry.com-branded Web sites tailored to the respective local markets, for which we offer various subscription packages and durations.

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Generally, our international Ancestry.com Web sites are modeled after our U.S. Ancestry.com Web site and offer similar services as in the U.S. Each country specific Web site is in the local market language and includes family trees, user-generated content and collections of digitized historical records obtained from local market sources.

Other Products, Services and Web Sites

AncestryDNA. AncestryDNA is an advanced DNA testing service that uses some of the latest DNA technology and science to help people discover their ethnicity and find family connections. Launched in 2012, AncestryDNA leverages a combination of publically available and proprietary DNA reference samples from around the world to provide detailed genetic ethnicity. Additionally, AncestryDNA connects users whose DNA suggests they have ancestors in common, enabling new discoveries and collaboration between members. AncestryDNA provides users with continuous updates as more people join the service and new discoveries are made.

Archives.com. Archives.com is a leading family history Web site that makes discovering family history simple and affordable. Archives.com offers a differentiated service to a complementary segment of the family history market and access to approximately 2.5 billion historical records, including birth records, obituaries, immigration and passenger lists, historical newspapers and U.S. and U.K. censuses. We acquired Archives.com in August 2012.

Family Tree Maker. Family Tree Maker is the leading family history desktop software on the market. Certain Family Tree Maker versions include a complimentary subscription to the Ancestry.com Web site for a limited duration. Family Tree Maker 2012 allows users to synchronize their desktop family trees between platforms, including online at our Ancestry.com Web sites and mobile devices. Family Tree Maker is sold on Ancestry.com, other retail Web sites and in retail stores.

Fold3.com. Fold3.com is our Web site specializing in U.S. military records, including the largest online repository of Civil War records. Access to these records is provided on an annual or monthly subscription basis.

ProGenealogists. ProGenealogists is our provider of professional genealogy services that offers customers dedicated, personal support for their family history research. These services range from record searches to the preparation of comprehensive family histories. Clients typically pay a per-hour rate for these services. In addition, ProGenealogists conducts research that supports Ancestry’s marketing and public relations initiatives.

Subscribers

Our subscribers range from the most committed family historians to those taking their first steps towards satisfying a simple curiosity about their family story, and we seek to make our service valuable to all of our subscribers. As of March 31, 2013, we had approximately 2.1 million subscribers, approximately 71% of whom reside in the United States. These U.S. subscribers represented approximately 76% of our subscription revenues for the three months ended March 31, 2013.

Marketing and Advertising

Our marketing efforts are focused on three primary goals: promoting our brand and acquisition of new subscribers; retention of existing subscribers; and converting registered users to subscribers.

Brand Marketing and Subscriber Acquisition. We pursue a multi-channel brand marketing and subscriber acquisition program that includes television advertising, paid search, online display advertising, promotions and sponsorships and affiliate programs. Through our advertising, we seek to increase brand and category awareness and to attract new subscribers. We actively manage our media mix with a goal of maximizing the efficiency of our marketing investment while driving new subscriber growth.

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Retention Marketing. Our retention marketing is focused on establishing and maintaining long-term relationships with our subscribers through personalized direct marketing, including on-site messaging and email and through subscriber support. We seek to maximize retention and encourage subscribers to upgrade to premium packages by delivering a superior customer experience and value. We monitor subscription package mix and durations, payment processing, cancellation reasons and overall subscriber satisfaction.

Conversion Marketing. Our conversion marketing efforts are focused on converting visitors to the site to paying subscribers through on-site messaging, email, targeted offers and compelling product features like record hinting on new and existing content collections and matches to other users’ family trees.

Product and Technologies

We have applied substantial resources to develop and maintain proprietary technologies designed to provide a rewarding experience and compelling value proposition to our subscribers. Our Web-based services allow our subscribers to make family history discoveries by accessing our content collections, building family trees, exploring genetic ethnicity and connections, collaborating with other users of our community and sharing their discoveries with friends and relatives. We believe our technologies provide us with a significant competitive advantage, and we intend to continue developing and enhancing these proprietary technologies.

Vertical Search Engine. Historical documents can be difficult to search effectively using traditional search engines because of variations in names, changes in geographic boundaries and other factors. Our proprietary vertical search engine provides an innovative, technology-driven solution to the challenges created by the inherent difficulty of searching historical content.

Hinting. Our proprietary record hinting technology performs an algorithmic analysis of users’ family trees and then suggests new records to help subscribers discover more information about their ancestors. Similarly, we provide hinting to AncestryDNA members that suggests possible genetic relationships and connections. We believe that these personalized hints can accelerate our subscribers’ research, thereby making them more successful and their experience more rewarding.

Mobile. We offer free mobile apps for both the iOS and Android-based platforms. We believe mobile technology is well-suited to provide a simple way to get started in family history and to help existing users continue their research and share their discoveries with others. Mobile platforms have become an increasingly important way for new users to register or subscribe.

Collaboration. Subscribers benefit from the research posted by other Ancestry.com registered users. We offer subscribers alerts to research performed by others that may be relevant to their own research. In addition, while considering one family history record, we suggest other relevant family history records based on the previous actions of other users. Subscribers may also connect and collaborate with each other to further assist in their research.

Content Process and Technologies

Our extensive content offering includes a global collection of birth, marriage and death records, census records, immigration documents, photographs, maps, military records, personal narratives, newspapers and other collections that are accumulated on our Web sites through various content acquisition methods, including through our traditional institutional digitization process, as contributed by users and through Web-crawling techniques.

Institutional Content. Institutional content represents content that we have acquired, digitized and indexed, including content we have acquired through business acquisitions. The primary expenses associated with content are typically digitization and indexing. In 2012, we added more than 1.6 billion institutional records and over 71.5 million images to our Ancestry.com Web sites. We also released the first indexed and searchable 1940 U.S. Federal Census database, with approximately 134 million searchable records.

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Acquisition. We acquire historical records from national, state and local government archives, historical societies, religious institutions and private collectors of historical content around the world. We have built long-term relationships with these content partners, such as the United States National Archives and Records Administration and The National Archives of the United Kingdom, and we believe our content collections and relationships provide us with a significant competitive advantage. We plan to continue to acquire new content and build new relationships on an ongoing basis to offer our users additional historical records for their research. We own most of the images in our databases, in most cases on a non-exclusive basis, though we generally do not own the underlying original historical documents.

Digitization. Working with historical documents is challenging because many source documents are handwritten or damaged, and many microfilm images are of poor quality. We have developed proprietary technologies and processes that have allowed us to efficiently handle and digitize hundreds of millions of documents that vary significantly in format and quality. We digitize content in our headquarters in Provo, Utah, in the Washington, D.C. area, in London, England and in multiple distributed locations around the world.

Indexing. We have invested significant resources in the indexing of records to make our content collection accessible and searchable for our subscribers. We outsource a significant portion of our indexing projects to vendors to transcribe handwritten documents to create indexes. We generally own the indexes that our vendors create. We have also developed proprietary algorithmic technologies that allow us to efficiently create fielded and searchable indexes for printed record sources, such as directories and electoral rolls.

User-Generated Content. Our registered users are a meaningful source of content, principally by creating family trees through their research. As of March 31, 2013, we have more than 47 million family trees containing more than 5 billion profiles on our Web sites. Individuals often have significant family records, information, photographs and stories that are of interest to others with common family history. Uploading these records not only preserves them from damage or destruction, but also makes them sharable and accessible globally to other registered users of Ancestry.com. The publicly-shared family trees on our Web site can offer many subscribers a head start in their family history research. Through March 31, 2013, users have uploaded over 163 million pieces of content, such as photographs, written stories and scanned documents.

Web-Crawling Content. We also scan, or crawl, searchable external online resources for additional content that is then made accessible on our Web sites. Crawling content in this manner allows the Ancestry.com Web sites to function as a genealogical search engine, providing users access to the full range of family history content on the Web with the functionality of Ancestry.com’s proprietary tools and features. The source of the crawled content is attributed to the third parties from which the content is derived, and can provide a valuable source of traffic to the Web sites of countless small archives, libraries, family history societies and individuals around the world.

Operations

Web Sites and Technology Operations. Our Ancestry.com Web sites are currently hosted on hardware and software co-located at a third-party facility in Salt Lake City, Utah. We have established a disaster recovery facility located at a third-party facility in Denver, Colorado. We have designed our Web sites to be highly available, secure and cost-effective using a variety of proprietary software and freely available and commercially supported tools. We can scale to accommodate increasing numbers of registered users by adding relatively inexpensive industry-standard hardware. We use encryption technologies and certificates for secure transmission of personal information between users and our Web sites. Maintaining the integrity and security of our Web sites is critical and we have a dedicated security team that promotes industry best practices and drives compliance with data security standards.

Subscriber Services. Our subscriber services support team seeks to ensure that existing subscribers gain maximum value from their subscriptions, to promote engagement, and to assist other users in finding any assistance they need to become subscribers. Support is provided seven days a week via phone and email to

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answer questions about product sales, features, support and help getting started utilizing the services. Assistance is also available via our online help website and through our community forums, which are moderated by the Subscriber Services team.

Competition

We face competition in our business from a variety of organizations, some of which provide genealogical records free of charge. We expect competition to increase in the future. We generally compete on the basis of content, technology, ease of use, brand recognition, quality and breadth of products, service and support, price and the number of network users with whom other users can collaborate. Many external factors, including the cost of marketing, content acquisition, technology and our current and future competitors’ pricing and marketing strategies, can significantly affect our competitive strategies, including pricing. We believe that we compete favorably with respect to these factors, and that none of our competitors offers as broad an array of products and services or as compelling a value proposition to consumers interested in online family history research. Our Ancestry.com-branded Web sites face competition from:

• FamilySearch, and its Web site FamilySearch.org, a genealogy organization that is part of The Church of Jesus Christ of Latter-day Saints. FamilySearch has an extensive collection of paper and microfilm records. FamilySearch has digitized a large quantity of these records and has published them online at FamilySearch.org, where it makes them available to the public for free and through thousands of family history centers located throughout the world. FamilySearch is a well-funded organization and is undertaking a large-scale digitization project to make its collection available online. FamilySearch has partnered and may in the future partner with other commercial entities to broaden the distribution of its records.

• Commercial entities, including online genealogical research services, library content distributors, search engines and portals, retailers of books and software related to genealogical research and family tree creation and family history oriented social networking Web sites.

• Non-profit entities and organizations, genealogical societies, governments and agencies that may make vital statistics or other records available to the public for free or that partner with commercial entities to make their records widely-available.

We expect our competition to grow, through industry consolidation and the emergence of new participants in our existing markets. We will also face competitors in new markets in which we enter. For example, we face competition from other companies, such as 23andme, in providing family history DNA services. Our future competitors may include other Internet-based businesses, governments, religious organizations, not-for-profit entities and other entities. The market for Internet-based services evolves at a very rapid pace, and our competitors may offer products and services that are superior to any of our products and services. In addition, Internet business models are constantly changing. The online family history market could move to an advertising-supported model to the detriment of our subscription-based model. Our competitors may have greater resources, more well-established brand recognition or more sophisticated technologies, such as search algorithms, than we do. Additionally, our competitors may more easily obtain relevant records in domestic and international markets or offer new categories of content, products or services before we do, or at lower prices, which may give them a competitive advantage in attracting subscribers.

To compete effectively, we may need to expend significant resources on content acquisition, technology or marketing and advertising, which could reduce our margins and have a material adverse effect on our business, financial condition and results of operations. We currently plan to distinguish ourselves from our competitors on the basis of our proprietary technologies, access to content and the depth of our subscriber community.

Intellectual Property

To protect our proprietary content and intellectual property, we rely on the protections afforded by trademark, copyright, patent and trade secret law and on contractual agreements with third parties. In the United

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States, we own several patents, and we also own a number of patent applications, all related to the digitization, indexing, storage, correlation, searching and display of content. Ancestry.com and Family Tree Maker are among our key registered trademarks, in addition to numerous other trademark registrations that we own. We additionally own pending trademark applications for trademarks like Archives, iArchives and Newspapers.com. In addition to our trademark properties in the United States, we have also secured registration of our key trademarks in numerous foreign jurisdictions. Because certain of our trademarks contain words or terms that have a common usage, there is an ongoing risk that certain of our trademarks can be challenged by third parties, but we believe those marks have become distinctive and associated solely with the Company by virtue of our long and successful use of the marks.

In the United States, we currently have a number of granted patents and pending applications relating to various aspects of our business. We may pursue additional patent coverage in both the U.S. and in foreign countries to the extent we believe such coverage is appropriate and cost-efficient, also taking into consideration additional product developments and inventions. We cannot be certain that any of our pending or future applications will be granted or that any of our granted patents would not be invalidated if challenged in the patent office or in federal court. We also rely on trade secret and similar intellectual property laws to protect our search technology, software products and digitization and indexing processes. Protection of trade secret and other intellectual property rights can be uncertain, both within and outside the United States. See “Risk Factors—Risks Related to Intellectual Property.”

We also possess intellectual property rights in aspects of our digital content databases. While we do not typically register the copyright in these content databases, we routinely include prominent notices on the works that clearly identify the works as copyright works of the Company. Our content databases are also protected by user agreements that limit access to and the use of our data without authorization. However, compliance with these use restrictions is difficult to monitor, and our proprietary rights in these content databases may be more difficult to enforce or protect than other forms of intellectual property rights.

Our employees, contractors and other third parties with which we work and who have access to our proprietary content and confidential information sign agreements that prohibit the unauthorized disclosure of our proprietary rights, information and technologies.

Employees

At March 31, 2013 and December 31, 2012, our full-time employee equivalents by functional area were as follows:

	As of March 31, 2013		As of December 31, 2012
Web hosting and fulfillment		76		76
Technology and development		407		420
Marketing and advertising		106		114
General and administrative		152		144
Subscriber services		271		230
Digital processing services		188		184
Total		1,200		1,168

None of our employees is covered by a collective bargaining agreement, except to the extent required by the laws of certain foreign jurisdictions. We have not experienced employment-related work stoppages, and we consider our employee relations to be good.

Financial Information about Segments and Geographic Areas

We report our financial results as a single segment. For financial information about our geographic areas, refer to Note 17 to the audited consolidated financial statements included in this prospectus.

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Other Information

Our corporate headquarters are located at 360 West 4800 North, Provo, UT 84604, and our telephone number at that address is (801) 705-7000. Our corporate Web site address is http://corporate.ancestry.com. The contents of our Web sites are not incorporated in, or otherwise to be regarded as part of, this prospectus. Our primary operating subsidiary, Ancestry.com Operations Inc. was originally incorporated in Utah in 1983 and reincorporated in Delaware in 1998.

Ancestry.com LLC is a holding company, and substantially all of our operations are conducted by wholly-owned subsidiaries.

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MANAGEMENT

Executive Officers and Operating Committee Members

The following table sets forth the names, ages (as of March 31, 2013) and positions of each person who is an executive officer or member of the Operating Committee of Ancestry.com LLC (and the biographies following the table reflect the positions held by each of the named individuals at Ancestry.com LLC):

Name	Age		Position
Timothy Sullivan		49	President, Chief Executive Officer and Operating Committee member
Howard Hochhauser		42	Chief Financial Officer and Chief Operating Officer
Eric Shoup		40	Executive Vice President of Product
Scott Sorensen		47	Chief Technology Officer
William Stern		49	General Counsel and Corporate Secretary
Bruce Chizen		57	Operating Committee Member
Victor Parker		43	Operating Committee Member
Brian Ruder		40	Operating Committee Member
Richard Sanders		41	Operating Committee Member

Timothy Sullivan has served as our President and Chief Executive Officer, as a director of the Predecessor since September 2005 and has been a member of the Operating Committee since January 2013. Prior to joining us, Mr. Sullivan was Chief Operating Officer and then President and CEO of Match.com from January 2001 to September 2004. From May 1999 to January 2001, Mr. Sullivan served as Vice President of E-commerce for Ticketmaster Online-Citysearch, Inc. From June 1991 to May 1999, Mr. Sullivan held multiple positions at The Walt Disney Company, including Vice President and Managing Director of Buena Vista Home Entertainment Asia Pacific from July 1997 to May 1999. From December 2005 to February 2008, Mr. Sullivan served as a director of Live Nation Entertainment, Inc. Mr. Sullivan holds an M.B.A. from Harvard Business School and was a Morehead Scholar at the University of North Carolina at Chapel Hill. The Operating Committee believes that Mr. Sullivan’s qualifications to serve on the Operating Committee include extensive executive management experience, including experience as our own Chief Executive Officer as well as the former chief executive officer of a subscription-based Internet company.

Howard Hochhauser has served as our Chief Financial Officer and Chief Operating Officer since February 2012, having served as our Chief Financial Officer since January 2009. From May 2000 to December 2008, Mr. Hochhauser held multiple positions at Martha Stewart Living Omnimedia, Inc., most recently serving as Chief Financial Officer from March 2006 to December 2008. He held multiple positions at Bear Stearns & Co. Inc. from September 1996 to May 2000, serving most recently as Vice President Equity Research Analyst. Prior to joining Bear Stearns & Co. Inc., he worked at First Boston and he was a Staff Accountant at KPMG Peat Marwick. Mr. Hochhauser is a Certified Public Accountant and holds an M.B.A. from Columbia University and a B.S. from Boston University.

Eric Shoup has served as our Executive Vice President of Product since February 2012. He previously served as our Senior Vice President of Product from March 2010 to February 2012 and as Vice President of Product from August 2008 to March 2010. Prior to working with us, Mr. Shoup was at eBay for over five years, where he served as Director of ProStores from January 2007 to August 2008, Group Product Manager from March 2005 to January 2007, Senior Product Manager from August 2004 to March 2005 and Product Manager from April 2003 to August 2004. Mr. Shoup holds a B.A. from the University of California, Los Angeles.

Scott Sorensen has served as our Chief Technology Officer since April 2013. Mr. Sorensen has been at Ancestry.com since June 2002 and has held multiple positions including Senior Vice President of Engineering, Vice President of Search and Vice President of Commerce. Prior to joining Ancestry.com, Mr. Sorensen was co-

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founder and Vice President of Engineering and then President at Coresoft Technologies. Mr. Sorensen was an engineering manager at WordPerfect / Novell and a software engineer at IBM. He holds a B.S in Computer Science from Brigham Young University.

William Stern has served as our General Counsel and Corporate Secretary since July 2009. From October 2005 to July 2009, Mr. Stern held multiple positions at Martha Stewart Living Omnimedia, Inc., most recently serving as the General Counsel and Secretary from September 2008 to July 2009. From October 2002 to September 2005, Mr. Stern was a Principal at Fish & Richardson, PC. Prior to joining Fish & Richardson, PC, he was a Partner at Morrison & Foerster, LLP. Mr. Stern holds an M.B.A. and a J.D. from the University of Chicago and an A.B. from Brown University.

Bruce Chizen has been a member of the Operating Committee since January 2013. Mr. Chizen is currently an independent consultant and has served as senior adviser to Permira Adviser LLP since 2008 and as a venture partner at Voyager Capital since 2009. Mr. Chizen served as a strategic adviser to Adobe Systems Incorporated, a provider of design, imaging and publishing software for print, internet and dynamic media production, from 2007 through 2008. From 2000 to 2007, Mr. Chizen served as CEO of Adobe and as its president from 2000 to 2005. He also served as Adobe’s acting CFO from 2006 to 2007. From 1998 to 2000, he was Adobe’s executive vice president, Products and Marketing. Mr. Chizen joined Adobe Systems in 1994 and held various positions in its Consumer Products and Graphics Products divisions. He served as a director of Adobe from 2000 to 2008. Mr. Chizen also currently serves as a director of Oracle Corp. and Synopsys, Inc. The Operating Committee believes that Mr. Chizen’s qualifications to serve on the Operating Committee include extensive executive management experience along with Mr. Chizen’s financial expertise and significant audit and financial reporting knowledge.

Victor Parker has been a member of the Operating Committee since January 2013. Mr. Parker served as an observer on the board of directors of the Predecessor since 2003 and served as one the Predecessor’s directors since 2006 until the completion of the Transaction in December 2012. Mr. Parker is a Managing Director of Spectrum Equity Investors, a private equity firm, and joined the firm in September 1998. He was previously at ONYX Software and was an associate at Summit Partners from October 1992 to June 1996. Mr. Parker serves on the board of directors of Demand Media, Inc., iSelect Limited and SurveyMonkey.com, LLC. Mr. Parker previously served on the board of directors of NetQuote, Inc. from September 2005 to July 2010 and on the board of Interbank FX, LLC from July 2007 to November 2011, both privately held entities. He holds an M.B.A. from Stanford Graduate School of Business and a B.A. from Dartmouth College. The Operating Committee believes Mr. Parker’s qualifications to serve on the Operating Committee include his financial experience, his experience advising technology companies and a long history and familiarity with Ancestry.com.

Brian Ruder has been a member of the Operating Committee since December 2012. Mr. Ruder joined Permira as a Partner in 2008 and became Head of the Menlo Park office in 2010. He focuses on investments in the technology, media and telecommunications (TMT) sector. From 2000-2008, Mr. Ruder was Partner at Francisco Partners where he covered investments in the software and services sector. He has also worked with Hellman & Friedman and in Corporate Finance for Morgan Stanley. Mr. Ruder is also a member of the operating committee of Genesys Telecommunications and a director of Renaissance Learning, Inc. and Foundation 9 Entertainment. Mr. Ruder has a degree in Mathematics and Philosophy from Harvard College and an MBA from Harvard Business School. The Operating Committee believes Mr. Ruder’s qualifications to serve on the Operating Committee include his extensive financial experience and his experience advising technology companies.

Richard Sanders has been a member of the Operating Committee since January 2013. Mr. Sanders became a Partner of Permira in 2006 and has been Head of the TMT Sector Team since 2010. Mr. Sanders spent his first nine years at Permira in the London office before relocating to the U.S. in 2008 to set up the Menlo Park office. Mr. Sanders returned to London in 2011. Prior to joining Permira in 1999, Mr. Sanders worked for Morgan Stanley in London in the M&A and High Yield Capital Markets divisions. Mr. Sanders is also a director of Asia Broadcast Satellite.

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Mr. Sanders has a degree in Classics from Oxford University, England, and an MBA from the Graduate School of Business, Stanford University. The Operating Committee believes Mr. Sanders’ qualifications to serve on the Operating Committee include his extensive financial experience and his experience advising technology companies.

Committees of the Operating Committee

We have established an Audit Committee and a Compensation Committee. Each of these committees operates under a written charter that establishes its roles and responsibilities.

Audit Committee

The Audit Committee provides assistance to the Operating Committee in fulfilling its oversight responsibilities regarding the integrity of financial statements, our compliance with applicable legal and regulatory requirements, the integrity of our financial reporting processes, including our systems of internal accounting and financial controls, the performance of our internal audit function and independent auditor and our financial policy matters by approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent accountants and takes those actions it deems necessary to satisfy itself that the accountants are independent of management.

The members of this committee are Mr. Parker and Mr. Ruder. None of the current members of the Operating Committee are independent as defined under the rules of the Nasdaq Stock Market or meet the additional independence requirements for audit committee members under Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We believe that each member of our Audit Committee meets the financial statement literacy requirements of the Nasdaq listing standards and are audit committee financial experts, as defined under applicable SEC rules.

Compensation Committee

The Compensation Committee oversees our overall compensation structure, policies and programs, and assesses whether our compensation structure establishes appropriate incentives for officers and employees. The Compensation Committee reviews and recommends to the Operating Committee corporate goals and objectives relevant to compensation of our Chief Executive Officer and reviews and approves corporate goals and objectives relevant to compensation of our other executive officers. The Compensation Committee evaluates the performance of these officers in light of those goals and objectives, recommends to the Operating Committee the compensation of the Chief Executive Officer and approves the compensation of our other executive officers, including all individuals named with Mr. Sullivan in the Summary Compensation Table (with Mr. Sullivan, the “named executive officers”). Finally, the Compensation Committee recommends to the Operating Committee any employment-related agreements, any proposed severance arrangements or change of control or similar agreements with respect to our Chief Executive Officer and approves any employment-related agreements, any proposed severance arrangements or change of control or similar agreements with respect to our other executive officers. The Compensation Committee also administers the issuance of stock options and other awards under the Ancelux Topco S.C.A. Equity Incentive Plan. The Compensation Committee will review and evaluate, at least annually, the performance of the Compensation Committee and its members and the adequacy of the charter of the Compensation Committee. The Compensation Committee will also prepare a report on executive compensation, as required by the SEC rules, to be included in our annual report.

Mr. Sullivan, our President and Chief Executive Officer, reviews the performance of each named executive officer other than himself and makes recommendations regarding their compensation.

The members of our Compensation Committee are Mr. Chizen and Mr. Sanders. None of the current members of the Operating Committee are independent under the Nasdaq listing standards.

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Risk Management

The Operating Committee is involved in the oversight of risks that could affect the company. The Audit Committee is charged with overseeing the principal risk exposures we face and our mitigation efforts in respect of these risks. The Audit Committee is responsible for discussing with management the Company’s principal risk exposures and the steps management has taken to monitor and control risk exposures, including risk assessment and risk management policies. The Audit Committee oversees risks associated with overall financial reporting and disclosure issues, as well as those associated with any related-party transaction. The Compensation Committee also plays a role, in that it is charged in overseeing the Company’s overall compensation structure, with assessing whether that compensation structure creates risks that are reasonably likely to have a material adverse effect on us. The Compensation Committee has reviewed our compensation philosophy and practices and concluded that the current philosophy and practices do not give rise to risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee determined that the compensation practices generally balance near-term incentives (annual cash bonuses) with long-term incentives (equity-based awards), resulting in an environment that does not encourage excessive risk taking. The annual cash bonuses are discretionary and tied to Company performance, as well as individual and business unit goals, rewarding near-term performance without incentivizing inappropriate risk.

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EXECUTIVE COMPENSATION

The discussion and tabular disclosure that follows describes the Company’s executive compensation program during the fiscal year ended December 31, 2012, our most recently completed fiscal year (“FY 2012”), with a focus on our executive compensation program prior to the closing of the Transaction relating to the following individuals: Timothy Sullivan, Howard Hochhauser and Eric Shoup (our “named executive officers”).

Summary Compensation Table

The following table sets forth the portion of compensation paid to the named executive officers that is attributable to services performed during FY 2012 and FY 2011.

Name and Principal Position	Year		Salary ($)		Stock Awards ($) (1)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)		All Other Compensation ($) (4)		Total ($)
Timothy Sullivan, President & Chief Executive Officer		2012		350,000		—		—		403,200		4,244		757,444
		2011		350,000		5,901,000		4,611,810		402,500		6,058		11,271,368
Howard Hochhauser, Chief Financial Officer (and Chief Operating Officer)		2012		300,000		2,335,000		1,794,920		259,200		4,244		4,693,364
		2011		275,000		—		—		237,188		5,837		518,025
Eric Shoup, Executive Vice President		2012		275,000		1,868,000		1,435,936		190,080		4,244		3,773,260
		2011		220,000		—		—		125,000		5,674		350,674

(1) The amounts included in the “Stock Awards” column represent the grant date fair value computed in accordance with FASB ASC Topic 718. The grant date fair value of the stock awards, which consist of restricted stock units, was calculated using the closing price on the grant date multiplied by the number of shares. See the narrative disclosure following the Summary Compensation Table for information on the treatment of unvested stock awards in the Transaction.

(2) The amounts included in the “Option Awards” column represent the grant date fair value computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 10. Stock-Based Awards to the audited consolidated financial statements included elsewhere in this prospectus. See the narrative disclosure following the Summary Compensation Table for further information on the treatment of outstanding options in the Transaction.

(3) Amounts reflected in this column are awards earned pursuant to the Issuer’s Performance Incentive Plan, as described in further detail below.

(4) Amounts in this column include premiums paid by the Company for the named executive officers’ disability, life insurance and accidental death and dismemberment coverage and 401(k) matching contributions. The amounts paid during FY2012 in respect of these items for each of the named executive officers was as follows: (i) $900 for short-term and long-term disability coverage, (ii) $344 for life insurance and accidental death and dismemberment coverage and (iii) $3,000 in matching contributions under the company’s 401(k) plan.

Executive Agreements

On December 28, 2012, each of Mr. Sullivan and Mr. Hochhauser entered into an amended and restated employment agreement with the Company. The agreements provide for employment without a specified term. Pursuant to the agreements, Messrs. Sullivan and Hochhauser are entitled to base salaries in the amount of $350,000 and $300,000, respectively. Mr. Sullivan is eligible to receive a target annual bonus equal to a

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percentage of his base salary, which will be determined by the Board of Managers of Parent based on Mr. Sullivan’s performance, but in no event will such target be less than 100% of his base salary. Mr. Hochhauser is eligible to receive a target annual bonus equal to 75% of his base salary. In addition, Mr. Sullivan’s agreement provides that he will be a member of the Board of Managers of Parent for as long as he remains Chief Executive Officer of the Company. Each of the executives is required to abide by a perpetual confidentiality restrictive covenant and covenants that prohibit (i) competition with the Issuer and its affiliates and (ii) solicitation of employees, customers, suppliers and distributors of the Issuer and its affiliates.

Mr. Shoup is a party to an employment agreement with the Issuer dated March 30, 2010, which was amended on July 22, 2010 and March 9, 2012, and which remains in effect following the Transaction. The agreement provides for at-will employment without a specified term. The agreement, as currently in effect, provides for an annual base salary equal to $275,000 and a target annual bonus equal to 60% of Mr. Shoup’s base salary.

Each of these agreements also provide for certain severance payments that may be due following the termination of employment under certain circumstances, which are described below under the heading “Potential Payments Upon Termination or Change in Control.”

Annual Incentive Awards

The Company maintains the Performance Incentive Plan, pursuant to which annual bonuses are payable to the named executive officers and other participants. Under the plan, the Compensation Committee establishes financial performance objectives which serve as the basis for determining the amount of bonuses to be paid under the program. For 2012, the Compensation Committee established two such performance objectives, one tied to our revenues and the other to adjusted EBITDA, with both objectives weighted equally and both subject to adjustment for certain unusual or one-time events under the terms of the plan. We used revenues because the Board considered it a consistent measure of growth and market acceptance. We used adjusted EBITDA because it is a measure of operating performance that excludes items that we do not consider indicative of our core performance. For purposes of the 2012 Performance Incentive Plan, the calculation of these measures for 2012 excluded the financial impact of DNA-related services and one-time costs, including the Transaction and the Archives.com acquisition. The Compensation Committee determined target levels for each of these goals in consultation with management and taking into account our performance for the immediately preceding year.

The 2012 Performance Incentive Program had a revenue target of $462.0 million, representing a 16% growth in revenues. With respect to the half of the bonus pool attributable to revenue, no pool funding would occur below 98% of target; at 100% of target revenue, the pool was to be funded at 100% of the budgeted bonus pool attributable to revenue, and the maximum funding of 120% of the budgeted bonus pool attributable to revenue would occur at 103% of target revenue. Results between 98% and 100% of target revenues and between 100% and 103% of target revenues would have been interpolated such that 100% funding of the budgeted bonus pool attributable to revenue would occur at 100% of target revenue. The company achieved revenue as defined in the Performance Incentive Plan at 101.6% of the revenue target (including the adjustments discussed above), resulting in the Compensation Committee funding the bonus pool at 110% with respect to the half attributable to revenue.

The 2012 Performance Incentive Program had an adjusted EBITDA target of $179.0 million. With respect to the half of the bonus pool attributable to adjusted EBITDA, no pool funding would occur below 95% of the target; at 95% of target adjusted EBITDA, the pool was to be funded at 80% of the budgeted bonus pool attributable to adjusted EBITDA (i.e., the other 50% of the pool). The maximum funding of 120% of the budgeted bonus pool attributable to adjusted EBITDA would occur at 105% of target adjusted EBITDA. Results between 95% and 105% of budgeted adjusted EBITDA would have been interpolated such that 100% funding of

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the budgeted bonus pool attributable to adjusted EBITDA would occur at 100% of target adjusted EBITDA. The company achieved adjusted EBITDA for purposes of the Performance Incentive Plan in excess of 105% of target adjusted EBITDA (including the adjustments discussed above), resulting in the Compensation Committee funding the bonus pool at the 120% maximum with respect to the half attributable to adjusted EBITDA.

Individual employees received bonuses in amounts greater or less than 120% depending on their respective manager’s discretion on how to allocate the dollars within the pool allocated to their respective groups. Top performing employees received bonuses that were typically significantly higher than 120% while most employees received bonuses ranging from 110% to 120% of each individual’s target. The Compensation Committee determined that each of the named executive officers would receive a bonus for 2012 performance equal to 115% of their respective targets. The amounts of these awards for the named executive officers are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Bonuses were paid in February 2013.

2013 Performance Incentive Plan

The Compensation Committee has approved the 2013 Performance Incentive Plan. Like the 2012 plan, the 2013 plan also provides for revenue and adjusted EBITDA-based corporate performance measures, except that adjusted EBITDA will be the primary component for determining the amount of the bonus pool. No bonus pool will be created if performance is below either 95% of target adjusted EBITDA or 98% of target revenue. The maximum bonus pool would be created upon attainment of both 108% of the EBITDA target or greater and 105% of the revenue target or greater. Performance between the minimum and maximum is determined pursuant to a matrix of bonus pool amounts.

Individual payments made from the pool to each participant in the 2013 Performance Incentive Plan, including the named executive officers, will be based on each named executive officer’s target bonus percentage of salary, as such amount may be adjusted by (1) the achievement of individual performance goals, (2) individual performance ratings, (3) business unit performance and (4) such other factors as the Compensation Committee may determine.

Equity Incentive Awards

Prior to the Transaction, our named executive officers were eligible to receive long-term equity-based incentive awards with respect to the common stock of the Issuer pursuant to one of several equity incentive plans maintained by the Issuer. The named executive officers had received grants of incentive stock options, nonqualified stock options and restricted stock units. We believe that stock options are an effective tool for meeting our compensation goal of increasing long-term stockholder value. We find this to be particularly true for senior management, because they are able to profit from stock options only if our stock price increases relative to the stock option’s exercise price. We have also granted restricted stock units, which we believe also align the interests of employees with those of stockholders over the longer term because they also vest over time, while giving recipients greater certainty (as compared to stock options) with respect to the value of equity they will receive over time.

Both prior to and following the Transaction, in determining the size of an equity award, the Compensation Committee took and will continue to take into account company and individual performance (generally consisting of financial performance as compared to our internal operating plan for the year with no specific targets in mind, as well as a subjective, qualitative review of each named executive officer’s contribution to the success of the business), internal pay equity considerations and the value of existing long-term incentive awards.

Except as described below, all outstanding stock options and restricted stock units became fully vested upon the consummation of the Transaction and were cancelled in exchange for the right to receive a cash payment

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equal to $32 (which was the price paid per share of the Issuer’s common stock in the Transaction) less, in the case of options, the exercise price per share subject to the option. The amount of proceeds each of the named executive officers received in respect of these cancellation payments is set forth below:

Named Executive Officer	Equity Incentive Award Cancellation Proceeds
Timothy Sullivan	$	16,583,737
Howard Hochhauser	$	5,658,049
Eric Shoup	$	5,148,558

Messrs. Sullivan and Hochhauser each also entered into a stock option rollover agreement and a restricted stock unit rollover agreement with Ancelux Topco S.C.A. (“Topco”), which is a parent company of the Issuer and Ancestry.com LLC. Pursuant to these agreements, certain of the options and restricted stock units held by Messrs. Sullivan and Hochhauser prior to the Transaction were converted into options to purchase shares of Topco and restricted share units with respect to shares of Topco, respectively. In connection with the Transaction, Topco assumed the underlying equity plans of the Issuer pursuant to which the rolled over equity awards were granted. Messrs. Sullivan and Hochhauser each also entered into an option rollover agreement with Holdings (which is also a parent company of the Issuer), pursuant to which certain incentive stock options that they held prior to the Transaction were converted into incentive stock options with respect to the common stock of Holdings. All of the rolled over options became fully vested upon the consummation of the Transaction. The rollover options will generally expire on the same date that they would have prior to the conversion, provided, that, the term will be extended if the executive terminates employment in certain circumstances at a time when net exercise of the options is not permitted under the terms of the agreement. The rolled over restricted stock units remain subject to the vesting schedule to which they were subject prior to the Transaction. These vesting schedules are described in the Outstanding Equity Awards at Fiscal Year-End table below. Following the Transaction, employees of the Company (including the named executive officers) will generally be required to contribute any shares of Topco received upon exercise of an option or settlement of restricted share units to a “management investment vehicle” or “MIV,” which tracks the value of Topco and will hold management’s collective interest in Topco on behalf of management. The value of a unit in the MIV is equal to the value of a share of the equivalent class in Topco.

Equity Incentive Plan

Topco has adopted the Ancelux Topco S.C.A. Equity Incentive Plan, pursuant to which grants of options or restricted stock units with respect to “investor interests” in Topco may be made to service providers of Topco or its subsidiaries following the Transaction. An “investor interest” is a bundled security in Topco consisting of one ordinary share of Topco and one share of each of the seven classes of Class A shares of Topco outstanding. The purpose of the Topco plan is to assist Topco to attract, retain, incentivize and motivate officers and employees of, consultants to and non-employee directors providing services to Topco and its subsidiaries and affiliates and to promote the success of Topco’s business by providing such participating individuals with a proprietary interest in the performance of Topco. Under the Topco plan, an aggregate of 3,927,740 investor interests may be the subject of grants of options. Investor interests with an aggregate value of $2.5 million may be the subject of restricted share units annually.

Subject to certain conditions set forth in the Topco plan, the board of managers of Topco may amend or terminate the Topco plan at any time. The Topco plan will terminate on March 18, 2023. Awards granted prior to termination of the Topco plan may, however, continue to vest and be outstanding beyond the date of such termination.

Grants of options under the Topco plan have been made to certain employees of the Company, including the named executive officers, pursuant to one of the forms of option agreement that have been approved by the board of managers of Topco. The agreements generally provide that options will vest pro rata on a quarterly basis over

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the five-year period commencing on January 1, 2013 (or a later date that may be set forth in the option agreement). Any portion of an option that is not vested as of the date of an optionee’s termination of employment for any reason will be forfeited for no consideration. The vested portion would remain exercisable for the period of time set forth in the option agreement, which varies depending on the reason for the termination. Notwithstanding the foregoing, an option will terminate in its entirety (including any vested portion) upon the optionee’s termination for cause (as defined in the plan). The named executive officers were granted options under the Topco plan subsequent to March 31, 2013 with respect to the following number of investor interests: Mr. Sullivan, 30,417; Mr. Hochhauser, 30,417; and Mr. Shoup, 22,121.

Grants of restricted share units under the plan have been made to certain employees of the Issuer but not to any named executive officers.

Treatment of the options granted under the Topco plan upon a change in control of Topco is described below under the heading “Potential Payments Upon Termination or Change in Control.”

Outstanding Equity Awards at Fiscal Year End

	Option Awards (1)							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Yet Vested ($) (1)
Timothy Sullivan		281,172	(2)		22.28		11/15/2015		30,969	(3)		4,799,885
		95	(4)		442.51		3/27/2018		—			—
Howard Hochhauser		792	(4)		450.71		2/11/2019		20,646	(5)		3,199,924
		33,970	(6)		26.64		2/11/2019		—			—
		96	(4)		603.13		5/27/2019		—			—
Eric Shoup		—			—		—		—			—

(1) Market value is calculated by multiplying the number of investor interests subject to the restricted share units that have not yet vested by $154.99, which is the per investor interest price as of December 31, 2012.

(2) These options are rollover options granted under the MyFamily.com Inc. 2004 Executive Stock Plan that were converted into options in respect of investor interests of Topco in connection with the Transaction, each of which is fully vested. The number of securities set forth in the table above represents the number of investor interests subject to the option.

(3) These restricted share units are rollover restricted share units granted under the Ancestry.com Inc. 2009 Stock Incentive Plan. Thirty-three percent of these restricted share units vests on May 16 in each of 2014 and 2015 and thirty-four percent vest on May 16, 2016.

(4) These options are rollover options granted under the Generations Holdings Inc. 2008 Stock Purchase and Option Plan that were converted into options in respect of shares of common stock of Holdings in connection with the Transaction, each of which is fully vested.

(5) These restricted share units are rollover restricted share units granted under the Ancestry.com Inc. 2009 Stock Incentive Plan. These restricted share units vest ratably on a quarterly basis over a four-year period commencing on the first anniversary of the date of grant.

(6) These options are rollover options granted under the Generations Holdings Inc. 2008 Stock Purchase and Option Plan that were converted into options in respect of investor interests of Topco in connection with the Transaction, each of which is fully vested. The number of securities set forth in the table above represents the number of investor interests subject to the option.

Retirement Benefit Programs

We offer our executive officers who reside and work in the United States, including our named executive officers, retirement benefits, including participation in the Company’s 401(k) Plan (the “401(k) Plan”) in the same manner as other employees.

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Pursuant to the 401(k) Plan, executive officers are eligible to receive, at the discretion of the Company, company matching contributions. The named executive officers each received matching contributions under the 401(k) plan for FY2012 of $3,000.

Potential Payments Upon Termination or Change in Control

Under the employment agreements for Messrs. Sullivan and Hochhauser, if the executive is terminated by the Company without “Cause” or resigns for “Good Reason,” as those terms are defined in their respective agreements, he will receive in 12 equal monthly installments a sum equal to 12 months of salary and one times his average annual bonus payment over the three preceding fiscal years. If the executive is terminated within three months before or 24 months after a “Change of Control” (as defined in the applicable agreement), without Cause or he resigns for Good Reason, he will receive a lump sum payment equal to two times the sum of his salary and the average annual bonus he earned over the prior three years. The Transaction constituted a Change in Control for purposes of the agreements. In either case, the executive will be entitled to reimbursement of COBRA premiums and life insurance premiums for 18 months and a pro rata portion of the annual bonus he would have earned for the year of termination based on the company’s actual results, generally payable with the bonus payments for that year. The payment of the foregoing severance is subject to the executive executing a release of claims in favor of the Company and its affiliates and the executive complying with the terms of any restrictive covenant to which he is subject. In addition, upon the termination of Messrs. Sullivan or Hochhauser by the Company without Cause or due to the executive’s disability, or upon a resignation by the executives for Good Reason, any outstanding rollover restricted stock units held by the executive that remain unvested shall become fully vested.

Pursuant to his employment agreement, Mr. Shoup is eligible for severance benefits consisting of base salary and reimbursement of COBRA premiums for six months if his employment is terminated by the Company without “Cause” or if Mr. Shoup resigns for “Good Reason,” each as defined in his employment agreement. If such a termination occurs within three months before or 12 months after a “Change of Control” (as defined in the agreement), then (i) the period of reimbursement for COBRA premiums increases to 12 months. The Transaction constituted a Change in Control for purposes of the agreement. The severance is paid out over six months. In addition, Mr. Shoup would be entitled to an additional lump sum severance payment equal to 80% of his average annual bonus payment over the preceding two years, prorated based on the number of months he was employed by us in the year of termination. Mr. Shoup’s entitlement to the foregoing severance is subject to him executing a release of claims in favor of the Company and its affiliates.

In addition to the benefits under their employment agreements, for the named executive officers as well as other option holders, Topco is required to use best efforts to secure the assumption of the unvested portion of any options granted under the Topco plan upon a Change in Control of Topco (as defined in the Topco plan). Any such assumed options will continue to vest as set forth in the option agreement pursuant to which they were granted, subject to the named executive officer’s continued employment. Notwithstanding the foregoing, if the named executive officer’s employment is terminated by the Company without Cause or if the named executive officer resigns for Good Reason (each term as defined in the named executive officer’s employment agreement) following a Change in Control or in contemplation of a Change in Control, any such options will become fully vested. If Topco is not able to secure the assumption of such unvested options, Topco will be required to make a cash-out payment to the named executive officers (and other option holders) in respect of the unvested options. The named executive officers would be required to deposit the after-tax amount of such cash-out payment into escrow. An allocable portion of the escrowed amount would be distributed to the named executive officers at the time the underlying options would have vested, subject to the named executive officer’s continued employment. Notwithstanding the foregoing, upon a termination of the named executive officer by the Company without Cause, or upon the named executive officer’s resignation for Good Reason prior to the distribution of such amounts, any amounts remaining in escrow would be distributed to the named executive officer.

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Compensation of Directors

Beginning effective January 1, 2012, but prior to the Transaction, our non-employee directors received a $30,000 annual fee. The Audit Committee chairperson received an additional annual fee of $20,000 and other members of the Audit Committee received an additional annual fee of $10,000. The Compensation Committee chairperson received an additional $12,000 annual fee and other members of the Compensation Committee received an additional $6,000 annual fee. The Nominating and Corporate Governance Committee chairperson received an additional $10,000 annual fee and other members of the Nominating and Corporate Governance Committee receive an additional $5,000 annual fee. In addition, directors who were elected at or whose term continues through an annual meeting of stockholders received restricted stock units valued at $95,000 immediately following that annual meeting of stockholders, to vest upon the earlier of the first anniversary of the date of grant or the business day immediately preceding the next annual meeting of stockholders. The following table summarizes the fees and other compensation that our non-employee directors earned for services as members of the board of directors of the Issuer and any committee of the board of directors of the Issuer during the period beginning January 1, 2012 through December 28, 2012 (the “Predecessor Period”).

Director Compensation for Year 2012

Name	Fees Earned or Paid in Cash ($)			Stock Awards  ($) (1)		Option Awards  ($) (2)		Total $
Charles M. Boesenberg		61,495			94,983		—		156,478
David Goldberg		42,715			94,983		—		137,698
Thomas Layton		39,415			94,983		—		134,398
Elizabeth Nelson		55,543			94,983		—		150,526
Victor Parker (3)		29,755			94,983		—		124,738
Michael Schroepfer		35,707			94,983		—		130,690
Paul Billings		179,419	(4)		94,983		78,445		352,847
Benjamin Spero (3)		29,755			94,983		—		124,738

(1) The amounts included in the “Stock Awards” column represent the grant date fair value computed in accordance with FASB ASC Topic 718. The grant date fair value of the stock awards, which consist of restricted stock units, was calculated using the closing price on the grant date multiplied by the number of shares. See the narrative disclosure following the Director Compensation Table for information on the treatment of unvested stock awards in the Transaction.

(2) The amounts included in the “Option Awards” column represent the grant date fair value computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 10. Stock-Based Awards to our consolidated financial statements appearing elsewhere in this prospectus. See the narrative disclosure following the Director Compensation Table for further information on the treatment of outstanding options in the Transaction.

(3) Fees to which Mr. Parker and Mr. Spero are entitled are paid to Applegate and Collatos, Inc., Spectrum’s management company, in lieu of being paid to either director individually

(4) In conjunction with the Transaction, the Company made a cash payment of approximately $155,000 to Dr. Billings in order to compensate him for issuing too few options to him in connection with his appointment to the Board in May 2012. At that time, the Company erroneously issued to Dr. Billings a number of options calculated based on the closing price of Common Stock on the grant date rather than on the options’ Black-Scholes value, as stated in the Company’s Board compensation guidelines then in effect, resulting in an issuance of fewer options than the Company had intended.

(5) The following individuals served as members of the Board of Directors of Issuer during 2012 following the closing of the Transaction: Brian Ruder and Nic Volpi. These individuals did not receive any compensation for service on the board following the Transaction.

In connection with the Transaction, all outstanding stock options and restricted stock units held by directors became fully vested upon the consummation of the Transaction and were cancelled in exchange for the right to

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receive a cash payment equal to $32 (which was the price paid per share of the Issuer’s common stock in the Transaction) less, in the case of options, the exercise price per share subject to the option. As of the effective time of the Transaction, each director resigned from his or her position on the Board. The amount of proceeds each of the directors received in respect of these cancellation payments is set forth below:

Name	Equity Incentive Award Cancellation Proceeds
Charles M. Boesenberg	$	5,500,130
David Goldberg	$	2,466,988
Thomas Layton	$	881,412
Elizabeth Nelson	$	909,258
Victor Parker	$	139,488
Michael Schroepfer	$	509,538
Paul Billings	$	239,247
Benjamin Spero	$	139,488

We have not formalized a compensation policy for the members of our Operating Committee. We currently do not pay compensation to the members of our Operating Committee other than Bruce Chizen. For his service as Chairman of the Operating Committee and incidental services related thereto, Mr. Chizen receives an annual fee of $250,000. In addition, Mr. Chizen was granted options to purchase 10,231 investor interests on April 10, 2013 under the Ancelux Topco S.C.A. Equity Incentive Plan.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has ever been one of our officers or employees. In addition, during fiscal year 2012, none of our executive officers served as a member of a compensation committee or board of directors of an entity that had an executive officer serving as a member of our Board of Directors.

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PRINCIPAL STOCKHOLDERS

The following table sets forth as of June 1, 2013 certain information regarding the beneficial ownership of Ancestry.com LLC by:

• each person who beneficially owns five percent or more of the membership interests of Ancestry.com LLC;

• each of the members of the Operating Committee and named executive officers of Ancestry.com LLC individually; and

• each of the members of the Operating Committee and executive officers of Ancestry.com LLC as a group.

All of the membership interests of Ancestry.com LLC are held indirectly by Ancelux Topco S.C.A., a Luxembourg société en commandite par actions (“Topco”). Accordingly, all of the ownership of Ancestry.com LLC represented in the chart below reflects the holders’ effective pecuniary interest in Ancestry.com LLC held through such holders’ interest in Topco. The ownership percentages shown below are based on 32,129,040 shares of Topco outstanding as of June 1, 2013.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned, subject to community property laws where applicable. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities. Unless otherwise specified, the address of each beneficial owner is c/o Ancestry.com LLC, 360 West 4800 North, Provo, UT 84604.

Name and Address of Beneficial Owner	Percentage of Ancestry.com LLC Beneficially Owned
Ancelux Topco S.C.A. (1)		100.0	%
Permira Advisers LLC (2) 64 Willow Place, Suite 101 Menlo Park, California 94025		92.0	%
Spectrum Equity Investors V, L.P. and an affiliate (3) c/o Spectrum Equity Investors 333 Middlefield Road Suite 200 Menlo Park, California 94025		8.0	%
Timothy Sullivan (4)		8.8	%
Howard Hochhauser (5)		1.0	%
Eric Shoup (6)			*
Bruce Chizen (7)			*
Victor Parker (8)		8.0	%
Brian Ruder (9)		92.0	%
Richard Sanders (10)		92.0	%
All members of the Operating Committee and executive officers as a group (9 persons) (11)		100.0	%

* Less than 1%.

(1) Topco is a holding company with no assets or liabilities other than its indirect ownership of one hundred percent of Ancestry.com LLC.

(2) Permira IV Continuing L.P.1, Permira IV Continuing L.P.2, Permira Investments Limited and P4 Co-Investment L.P. (collectively, “Permira IV”), which are investment funds advised by Permira Advisers LLC, collectively indirectly own 17,184,440 shares, or approximately 53.5%, of Topco. Permira Advisers LLC may be deemed to beneficially own, in the aggregate, 92.0% of the Company because (i) Permira Advisers LLC is an investment advisor to Permira IV, (ii) Permira IV controls Topco and, other than with respect to the 2,580,832 shares, or approximately 8.0%, of Topco beneficially owned by the Spectrum Funds, has the

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power to the vote of all of the shares of Topco and (iii) currently has dispositive power over all of the shares of Topco. Mr. Ruder is a member of Permira Advisers LLC, part of the Permira group. Mr. Sanders is a member of Permira Advisers LLP, an affiliate of Permira Advisers LLC and part of the Permira group. Mr. Ruder, Mr. Sanders and Permira Advisers LLC each expressly disclaim beneficial ownership of the Company owned indirectly by Topco and Permira IV, except to the extent of their pecuniary interest therein, if any.

(3) Spectrum Equity Investors V, L.P. (“SEI V”) and Spectrum V Investment Managers’ Fund, L.P. (“IMF V” and, together with SEI V, the “Spectrum Funds”) beneficially own in the aggregate 2,580,832 shares, or approximately 8.0%, of Topco. Mr. Parker is a managing director of the general partner of the general partner of SEI V and a managing director of the general partner of IMF V. Mr. Parker expressly disclaims beneficial ownership of the Company owned indirectly by Topco.

(4) Mr. Sullivan owns (i) vested options with respect to 2,249,376 shares of Topco which were received in exchange for options of the Issuer that were rolled over in the Transaction; (ii) options with respect to 24,328 shares of Topco that were granted following the Transaction that are currently vested or that will vest within 60 days following June 1, 2013; (iii) indirectly owns 740,072 shares of Topco through his beneficial ownership interest in Purefoy, LLC; and (iv) 95 shares of Class B common stock of Ancestry US Holdings Inc. The number of shares in clause (ii) represents the vested portion of a grant of options to purchase a total of 243,336 shares of Topco made to Mr. Sullivan.

(5) Mr. Hochhauser owns no shares of Topco directly. Mr. Hochhauser owns (i) options with respect to 271,760 shares of Topco which were received in exchange for options of the Issuer that were rolled over in the Transaction; (ii) options with respect to 24,328 shares of Topco that were granted following the Transaction that are currently vested or that will vest within 60 days following June 1, 2013; (iii) vested RSUs with respect to 20,640 shares of Topco and (iv) 888 shares of Class B common stock of Ancestry US Holdings Inc. The number of shares in clause (ii) represents the vested portion of a grant of options to purchase a total of 243,336 shares of Topco made to Mr. Hochhauser.

(6) Mr. Shoup owns no shares of Topco directly. Mr. Shoup owns (i) options with respect to 17,696 shares of Topco that were granted following the Transaction that are currently vested or that will vest within 60 days following June 1, 2013 and (ii) indirectly owns 77,424 shares of Topco. The number of shares in clause (i) represents the vested portion of a grant of options to purchase a total of 176,968 shares of Topco made to Mr. Shoup.

(7) Mr. Chizen owns 129,040 shares of Topco through Chizen Family Investment Partnership, L.P. Mr. Chizen owns options with respect to 8,185 shares of Topco that are currently vested or that will vest within 60 days following June 1, 2013, which represents the vested portion of a grant of options to purchase a total of 81,848 shares of Topco made to Mr. Chizen.

(8) Mr. Parker owns no shares of Topco directly. By virtue of being an authorized officer of Spectrum Equity, Mr. Parker may be deemed to have or share beneficial ownership of interests beneficially owned by Spectrum Equity. Mr. Parker expressly disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein, if any.

(9) Mr. Ruder owns no shares of Topco directly. By virtue of being a member of Permira Advisers LLC, part of the Permira group, Mr. Ruder may be deemed to have or share beneficial ownership of interests beneficially owned by Permira Advisers LLC. Mr. Ruder expressly disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein, if any.

(10) Mr. Sanders owns no shares of Topco directly. By virtue of being a member of Permira Advisers LLP, an affiliate of Permira Advisers LLC and part of the Permira group, Mr. Sanders may be deemed to have or share beneficial ownership of interests beneficially owned by Permira Advisers LLC. Mr. Sanders expressly disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest therein, if any.

(11) The number of percentage ownership of all members of the Operating Committee and executive officers, as a group, reflects (i) all of the 92.0% interest deemed to be owned by Permira Advisers LLC, with respect to which Mr. Ruder and Mr. Sanders may be deemed to share beneficial ownership, (ii) the 8.0% interest deemed to be owned by the Spectrum Funds, with respect to which Mr. Parker may be deemed to share beneficial ownership (which beneficial ownership Mr. Parker expressly disclaims), and (iii) the shares of Topco owned directly and indirectly by the members of the Operating Committee and the executive officers of the Company.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

From time-to-time, we enter into transactions in the normal course of business with related parties. We believe that such transactions are at arm’s-length and have terms that would have been obtained from unaffiliated third parties. See Note 18 to the audited consolidated financial statements for additional information regarding related party transactions.

Transaction Fee and Monitoring Agreement

In connection with the Transaction, we entered into a transaction fee and monitoring agreement with Permira and Spectrum pursuant to which we agreed to pay Permira a one-time fee of $15.8 million related to the Transaction and to pay Permira and Spectrum an annual advisory fee in the aggregate amount of $1.5 million and to reimburse Permira and Spectrum for all reasonable expenses that they incur in connection with providing management services to us. The transaction fee and monitoring agreement also includes customary indemnification provisions.

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THE EXCHANGE OFFER

In this subsection, “we”, “us”, and “our” refer only to Ancestry.com Inc., a Delaware corporation, as issuer of the notes, exclusive of its subsidiaries.

Terms of the Exchange Offer

We are offering to exchange our exchange notes for a like aggregate principal amount of our initial notes.

The exchange notes that we propose to issue in this exchange offer will be substantially identical to our initial notes except that, unlike our initial notes, the exchange notes will have no transfer restrictions or registration rights. You should read the description of the exchange notes in the section in this prospectus entitled “Description of Exchange Notes.”

We reserve the right in our sole discretion to purchase or make offers for any initial notes that remain outstanding following the expiration or termination of this exchange offer and, to the extent permitted by applicable law, to purchase initial notes in the open market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise. The terms and prices of these purchases or offers could differ significantly from the terms of this exchange offer.

Expiration Date; Extensions; Amendments; Termination

This exchange offer will expire at 5:00 p.m., New York City time, on                     , 2013, unless we extend it in our reasonable discretion. The expiration date of this exchange offer will be at least 20 business days after the commencement of the exchange offer in accordance with Rule 14e-1(a) under the Exchange Act.

We expressly reserve the right to extend or terminate this exchange offer and not accept any initial notes that we have not previously accepted if any of the conditions described below under “—Conditions to the Exchange Offer” have not been satisfied or waived by us. Consequently, in the event we extend the period the exchange offer is open, we may delay acceptance of any initial notes. We will notify the exchange agent of any extension or delay by oral notice promptly confirmed in writing or by written notice. We will also notify the holders of the initial notes by a press release or other public announcement communicated before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date unless applicable laws require us to do otherwise.

We also expressly reserve the right to amend the terms of this exchange offer in any manner. If we make any material change, we will promptly disclose this change in a manner reasonably calculated to inform the holders of our initial notes of the change including providing public announcement or giving oral or written notice to these holders. A material change in the terms of this exchange offer could include a change in the timing of the exchange offer, a change in the exchange agent and other similar changes in the terms of this exchange offer. If we make any material change to this exchange offer, we will disclose this change by means of a post-effective amendment to the registration statement which includes this prospectus and will distribute an amended or supplemented prospectus to each registered holder of initial notes. In addition, we will extend this exchange offer for an additional five to ten business days as required by the Exchange Act, depending on the significance of the amendment, if the exchange offer would otherwise expire during that period. We will promptly notify the exchange agent by oral notice, promptly confirmed in writing, or written notice of any delay in acceptance, extension, termination or amendment of this exchange offer.

Procedures for Tendering Initial Notes

Proper Execution and Delivery of Letters of Transmittal

To tender your initial notes in this exchange offer, you must use one of the three alternative procedures described below:

(1) Regular delivery procedure: Complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal. Have the signatures on the letter of transmittal guaranteed if required by the letter of

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transmittal. Mail or otherwise deliver the letter of transmittal or the facsimile together with the certificates representing the initial notes being tendered and any other required documents to the exchange agent on or before 5:00 p.m., New York City time, on the expiration date.

(2) Book-entry delivery procedure: Send a timely confirmation of a book-entry transfer of your initial notes, if this procedure is available, into the exchange agent’s account at The Depository Trust Company in accordance with the procedures for book-entry transfer described under “—Book-Entry Delivery Procedure” below, on or before 5:00 p.m., New York City time, on the expiration date.

(3) Guaranteed delivery procedure: If time will not permit you to complete your tender by using the procedures described in (1) or (2) above before the expiration date and this procedure is available, comply with the guaranteed delivery procedures described under “—Guaranteed Delivery Procedure” below.

The method of delivery of the initial notes, the letter of transmittal and all other required documents is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand-delivery service. If you choose the mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send any letters of transmittal or initial notes to us. You must deliver all documents to the exchange agent at its address provided below. You may also request your broker, dealer, commercial bank, trust company or nominee to tender your initial notes on your behalf.

Only a holder of initial notes may tender initial notes in this exchange offer. A holder is any person in whose name initial notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder.

If you are the beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your notes, you must contact that registered holder promptly and instruct that registered holder to tender your notes on your behalf. If you wish to tender your initial notes on your own behalf, you must, before completing and executing the letter of transmittal and delivering your initial notes, either make appropriate arrangements to register the ownership of these notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

You must have any signatures on a letter of transmittal or a notice of withdrawal guaranteed by:

(1) a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;

(2) a commercial bank or trust company having an office or correspondent in the United States; or

(3) an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, unless the initial notes are tendered:

(a) by a registered holder or by a participant in The Depository Trust Company whose name appears on a security position listing as the owner, who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal and only if the exchange notes are being issued directly to this registered holder or deposited into this participant’s account at The Depository Trust Company; or

(b) for the account of a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act.

If the letter of transmittal or any bond powers are signed by:

(1) the recordholder(s) of the initial notes tendered: the signature must correspond with the name(s) written on the face of the initial notes without alteration, enlargement or any change whatsoever.

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(2) a participant in The Depository Trust Company: the signature must correspond with the name as it appears on the security position listing as the holder of the initial notes.

(3) a person other than the registered holder of any initial notes: these initial notes must be endorsed or accompanied by bond powers and a proxy that authorize this person to tender the initial notes on behalf of the registered holder, in satisfactory form to us as determined in our sole discretion, in each case, as the name of the registered holder or holders appears on the initial notes.

(4) trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity: these persons should so indicate when signing. Unless waived by us, evidence satisfactory to us of their authority to so act must also be submitted with the letter of transmittal.

To tender your initial notes in this exchange offer, you must make the following representations:

(1) you are authorized to tender, sell, assign and transfer the initial notes tendered and to acquire exchange notes issuable upon the exchange of such tendered initial notes, and that we will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by us;

(2) any exchange notes acquired by you pursuant to the exchange offer are being acquired in the ordinary course of business, whether or not you are the holder;

(3) you or any other person who receives exchange notes, whether or not such person is the holder of the exchange notes, has no arrangement or understanding with any person to participate in a distribution of such exchange notes within the meaning of the Securities Act and is not participating in, and does not intend to participate in, the distribution of such exchange notes within the meaning of the Securities Act;

(4) you or such other person who receives exchange notes, whether or not such person is the holder of the exchange notes, is not an “affiliate,” as defined in Rule 405 of the Securities Act, of ours, or if you or such other person is an affiliate, you or such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

(5) if you are not a broker-dealer, you represent that you are not engaging in, and do not intend to engage in, a distribution of exchange notes; and

(6) if you are a broker-dealer that will receive exchange notes for your own account in exchange for initial notes, you represent that the initial notes to be exchanged for the exchange notes were acquired by you as a result of market-making or other trading activities and acknowledge that you will deliver a prospectus in connection with any resale, offer to resell or other transfer of such exchange notes.

You must also warrant that the acceptance of any tendered initial notes by the issuers and the issuance of exchange notes in exchange therefor shall constitute performance in full by the issuers of its obligations under the registration rights agreement relating to the initial notes.

To effectively tender notes through The Depository Trust Company, the financial institution that is a participant in The Depository Trust Company will electronically transmit its acceptance through the Automatic Tender Offer Program. The Depository Trust Company will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An agent’s message is a message transmitted by The Depository Trust Company to the exchange agent stating that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the notes that this participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against this participant.

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Book-Entry Delivery Procedure

Any financial institution that is a participant in The Depository Trust Company’s systems may make book-entry deliveries of initial notes by causing The Depository Trust Company to transfer these initial notes into the exchange agent’s account at The Depository Trust Company in accordance with The Depository Trust Company’s procedures for transfer. To effectively tender notes through The Depository Trust Company, the financial institution that is a participant in The Depository Trust Company will electronically transmit its acceptance through the Automatic Tender Offer Program. The Depository Trust Company will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An agent’s message is a message transmitted by The Depository Trust Company to the exchange agent stating that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the notes that this participation has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against this participant. The exchange agent will make a request to establish an account for the initial notes at The Depository Trust Company for purposes of the exchange offer within two business days after the date of this prospectus.

A delivery of initial notes through a book-entry transfer into the exchange agent’s account at The Depository Trust Company will only be effective if an agent’s message or the letter of transmittal or a facsimile of the letter of transmittal with any required signature guarantees and any other required documents is transmitted to and received by the exchange agent at the address indicated below under “—Exchange Agent” on or before the expiration date unless the guaranteed delivery procedures described below are complied with. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedure

If you are a registered holder of initial notes and desire to tender your notes, and (1) these notes are not immediately available, (2) time will not permit your notes or other required documents to reach the exchange agent before the expiration date or (3) the procedures for book-entry transfer cannot be completed on a timely basis and an agent’s message delivered, you may still tender in this exchange offer if:

(1) you tender through a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act;

(2) on or before the expiration date, the exchange agent receives a properly completed and duly executed letter of transmittal or facsimile of the letter of transmittal, and a notice of guaranteed delivery, substantially in the form provided by us, with your name and address as holder of the initial notes and the amount of notes tendered, stating that the tender is being made by that letter and notice and guaranteeing that within three New York Stock Exchange trading days after the expiration date the certificates for all the initial notes tendered, in proper form for transfer, or a book-entry confirmation with an agent’s message, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

(3) the certificates for all your tendered initial notes in proper form for transfer or a book-entry confirmation as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes

Your tender of initial notes will constitute an agreement between you and us governed by the terms and conditions provided in this prospectus and in the related letter of transmittal.

We will be deemed to have received your tender as of the date when your duly signed letter of transmittal accompanied by your initial notes tendered, or a timely confirmation of a book-entry transfer of these notes into

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the exchange agent’s account at The Depository Trust Company with an agent’s message, or a notice of guaranteed delivery from an eligible institution is received by the exchange agent.

All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tenders will be determined by us in our sole discretion. Our determination will be final and binding.

We reserve the absolute right to reject any and all initial notes not properly tendered or any initial notes which, if accepted, would, in our opinion or our counsel’s opinion, be unlawful. We also reserve the absolute right to waive any conditions of this exchange offer or irregularities or defects in tender as to particular notes with the exception of conditions to this exchange offer relating to the obligations of broker dealers, which we will not waive. If we waive a condition to this exchange offer, the waiver will be applied equally to all note holders. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of initial notes must be cured within such time as we shall determine. We, the exchange agent or any other person will be under no duty to give notification of defects or irregularities with respect to tenders of initial notes. We and the exchange agent or any other person will incur no liability for any failure to give notification of these defects or irregularities. Tenders of initial notes will not be deemed to have been made until such irregularities have been cured or waived. The exchange agent will return without cost to their holders any initial notes that are not properly tendered and as to which the defects or irregularities have not been cured or waived promptly following the expiration date.

If all the conditions to the exchange offer are satisfied or waived on the expiration date, we will accept all initial notes properly tendered and will issue the exchange notes promptly thereafter. Please refer to the section of this prospectus entitled “—Conditions to the Exchange Offer” below. For purposes of this exchange offer, initial notes will be deemed to have been accepted as validly tendered for exchange when, as and if we give oral or written notice of acceptance to the exchange agent.

We will issue the exchange notes in exchange for the initial notes tendered pursuant to a notice of guaranteed delivery by an eligible institution only against delivery to the exchange agent of the letter of transmittal, the tendered initial notes and any other required documents, or the receipt by the exchange agent of a timely confirmation of a book-entry transfer of initial notes into the exchange agent’s account at The Depository Trust Company with an agent’s message, in each case, in form satisfactory to us and the exchange agent.

If any tendered initial notes are not accepted for any reason provided by the terms and conditions of this exchange offer or if initial notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged initial notes will be returned without expense to the tendering holder, or, in the case of initial notes tendered by book-entry transfer procedures described above, will be credited to an account maintained with the book-entry transfer facility, promptly after withdrawal, rejection of tender or the expiration or termination of the exchange offer.

By tendering into this exchange offer, you will irrevocably appoint our designees as your attorney-in-fact and proxy with full power of substitution and resubstitution to the full extent of your rights on the notes tendered. This proxy will be considered coupled with an interest in the tendered notes. This appointment will be effective only when, and to the extent that we accept your notes in this exchange offer. All prior proxies on these notes will then be revoked and you will not be entitled to give any subsequent proxy. Any proxy that you may give subsequently will not be deemed effective. Our designees will be empowered to exercise all voting and other rights of the holders as they may deem proper at any meeting of note holders or otherwise. The initial notes will be validly tendered only if we are able to exercise full voting rights on the notes, including voting at any meeting of the note holders, and full rights to consent to any action taken by the note holders.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw tenders of initial notes at any time before 5:00 p.m., New York City time, on the expiration date.

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For a withdrawal to be effective, you must send a written or facsimile transmission notice of withdrawal to the exchange agent before 5:00 p.m., New York City time, on the expiration date at the address provided below under “—Exchange Agent” and before acceptance of your tendered notes for exchange by us.

Any notice of withdrawal must:

(1) specify the name of the person having tendered the initial notes to be withdrawn;

(2) identify the notes to be withdrawn, including, if applicable, the registration number or numbers and total principal amount of these notes;

(3) be signed by the person having tendered the initial notes to be withdrawn in the same manner as the original signature on the letter of transmittal by which these notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to permit the trustee for the initial notes to register the transfer of these notes into the name of the person having made the original tender and withdrawing the tender;

(4) specify the name in which any of these initial notes are to be registered, if this name is different from that of the person having tendered the initial notes to be withdrawn; and

(5) if applicable because the initial notes have been tendered through the book-entry procedure, specify the name and number of the participant’s account at The Depository Trust Company to be credited, if different than that of the person having tendered the initial notes to be withdrawn.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of all notices of withdrawal and our determination will be final and binding on all parties. Initial notes that are withdrawn will be deemed not to have been validly tendered for exchange in this exchange offer.

The exchange agent will return without cost to their holders all initial notes that have been tendered for exchange and are not exchanged for any reason, promptly after withdrawal, rejection of tender or expiration or termination of this exchange offer.

You may retender properly withdrawn initial notes in this exchange offer by following one of the procedures described under “—Procedures for Tendering Initial Notes” above at any time on or before the expiration date.

Conditions to the Exchange Offer

We will not be required to complete this exchange offer if the exchange offer does not violate applicable law or any applicable interpretation of the staff of the SEC.

In addition, we will not accept for exchange any initial notes tendered, and no exchange notes will be issued in exchange for any of those initial notes, if at the time the notes are tendered any stop order is threatened by the SEC or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

If we determine that we may terminate this exchange offer because any of these conditions is not satisfied, we may:

(1) refuse to accept and return to their holders any initial notes that have been tendered;

(2) extend the exchange offer and retain all notes tendered before the expiration date, subject to the rights of the holders of these notes to withdraw their tenders; or

(3) waive any condition that has not been satisfied and accept all properly tendered notes that have not been withdrawn or otherwise amend the terms of this exchange offer in any respect as provided under the section in this prospectus entitled “—Expiration Date; Extensions; Amendments; Termination.”

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Accounting Treatment

We will record the exchange notes at the same carrying value as the initial notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes. We will amortize the costs of the exchange offer and the unamortized expenses related to the issuance of the exchange notes over the term of the exchange notes.

Exchange Agent

We have appointed Wells Fargo Bank, National Association as exchange agent for this exchange offer. You should direct all questions and requests for assistance on the procedures for tendering and all requests for additional copies of this prospectus or the letter of transmittal to the exchange agent as follows:

By Registered or Certified Mail:

Wells Fargo Bank, National Association

Corporate Trust Operation

MAC N9303-121

PO Box 1517

Minneapolis, MN 55480

By Regular Mail or Overnight Carrier:

Wells Fargo Bank, National Association

Corporate Trust Operation

MAC N9303-121

Sixth & Marquette Avenue

Minneapolis, MN 55479

By Regular Mail or Overnight Carrier:

Wells Fargo Bank, National Association

12th Floor—Northstar East Building

Corporate Trust Operations

608 Second Avenue South

Minneapolis, MN 55479

Facsimile Transmission for Eligible Institutions only: (612) 667-6282

Information or Confirmation by Telephone: (800) 344-5128

Fees and Expenses

We will bear the expenses of soliciting tenders in this exchange offer, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

We will not make any payments to brokers, dealers or other persons soliciting acceptances of this exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection with this exchange offer. We will also pay brokerage houses and other custodians, nominees and fiduciaries their reasonable out-of-pocket expenses for forwarding copies of the prospectus, letters of transmittal and related documents to the beneficial owners of the initial notes and for handling or forwarding tenders for exchange to their customers.

We will pay all transfer taxes, if any, applicable to the exchange of initial notes in accordance with this exchange offer. However, tendering holders will pay the amount of any transfer taxes, whether imposed on the registered holder or any other persons, if:

(1) certificates representing exchange notes or initial notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the notes tendered;

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(2) tendered initial notes are registered in the name of any person other than the person signing the letter of transmittal; or

(3) a transfer tax is payable for any reason other than the exchange of the initial notes in this exchange offer.

If you do not submit satisfactory evidence of the payment of any of these taxes or of any exemption from this payment with the letter of transmittal, we will bill you directly the amount of these transfer taxes.

Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences

The initial notes were not registered under the Securities Act or under the securities laws of any state and you may not resell them, offer them for resale or otherwise transfer them unless they are subsequently registered or resold under an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your initial notes for exchange notes in accordance with this exchange offer, or if you do not properly tender your initial notes in this exchange offer, you will not be able to resell, offer to resell or otherwise transfer the initial notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.

In addition, except as set forth in this paragraph, you will not be able to obligate us to register the initial notes under the Securities Act. You will not be able to require us to register your initial notes under the Securities Act unless:

(1) you are prohibited by law or SEC policy from participating in the exchange offer;

(2) you may not resell the exchange notes you acquire in the exchange offer to the public without delivering a prospectus and that the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales by you; or

(3) you are a broker-dealer and hold initial notes acquired directly from us or one of our affiliates,

in which case the registration rights agreement requires us to file a registration statement for a continuous offer in accordance with Rule 415 under the Securities Act for the benefit of the holders of the initial notes described in this sentence.

After completion of the Exchange Offer, we will have no further obligation to provide for the registration under the Securities Act of any initial notes except in limited circumstances and we do not currently anticipate that we will register under the Securities Act any notes that remain outstanding after completion of the exchange offer.

Delivery of Prospectus

Each broker-dealer that receives exchange notes for its own account in exchange for initial notes, where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

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DESCRIPTION OF EXCHANGE NOTES

General

Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, (i) the term “Issuer” refers to Ancestry.com Inc. (the “Company” or “Ancestry”) and not any of its Subsidiaries, (ii) the term “Parent” refers to Ancestry.com LLC, a Delaware limited liability company, (iii) the term “Holdings” refers to Ancestry US Holdings Inc. (f/k/a Global Generations International Inc.), and (iv) the terms “we,” “our” and “us” each refer to Parent and the Issuer.

The Company issued $300,000,000 aggregate principal amount of 11.00% Senior Notes due 2020 (the “Notes”) under an indenture dated as of December 28, 2012 (the “Initial Indenture”). The Notes were issued in a private transaction that was not subject to the registration requirements of the Securities Act. Wells Fargo Bank, National Association acts as trustee (the “Trustee”) under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

The following description is only a summary of the material provisions of the Indenture and does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, and not this description, defines your rights as Holders of the Notes. A copy of the Indenture has been filed with the SEC and appear elsewhere in the registration statement of which this prospectus forms a part.

Brief Description of Notes

The Notes:

• are unsecured senior obligations of the Issuer;

• are guaranteed on a senior unsecured basis by each Guarantor;

• rank equal in right of payment to all existing and future unsecured Indebtedness and other obligations of the Issuer and the Guarantors that are not, by their terms, expressly subordinated in right of payment to the Notes;

• are effectively subordinated to all secured existing and future Indebtedness and other obligations of the Issuer and the Guarantors, including the obligations of the Issuer and the Guarantors under the Senior Secured Credit Facility, to the extent of the value of the collateral securing such Indebtedness and other obligations;

• are structurally subordinated to all indebtedness of Parent’s non-Guarantor Subsidiaries; and

• rank senior in right of payment to any existing and future Subordinated Indebtedness of the Issuer and the Guarantors.

Guarantees

The Guarantors, as primary obligors and not merely as sureties, jointly and severally fully and unconditionally Guarantee, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuer under the Indenture and the Notes, whether for payment of principal of, premium, if any, or interest or Additional Interest in respect of the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Parent and each of Parent’s direct and indirect Restricted Subsidiaries (other than the Excluded Subsidiaries) that guarantees any Indebtedness of the Issuer or any Guarantor or incurs Indebtedness under a Credit Facility pursuant to

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clause (1) of the second paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Each of the Guarantees of the Notes is a general unsecured obligation of each Guarantor and ranks equally in right of payment with all existing and future unsecured Indebtedness and other obligations of each such entity that are not, by their terms, expressly subordinated in right of payment to the Notes, is effectively subordinated to all secured Indebtedness and other obligations of each such entity (including obligations of such entity under the Senior Secured Credit Facility) to the extent of the value of the collateral securing such Indebtedness and other obligations, and is senior in right of payment to all existing and future Subordinated Indebtedness of each such entity. The Notes are structurally subordinated to the Indebtedness and other obligations of Subsidiaries of Parent that do not Guarantee the Notes.

Not all of Parent’s Subsidiaries Guarantee the Notes, and Restricted Subsidiaries Guarantee the Notes only to the extent provided for under “—Certain Covenants—Guarantors.” In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer. For the three months ended March 31, 2013, the non-guarantor Subsidiaries of Parent generated less than 1% of the Company’s consolidated net revenue (excluding intercompany revenues). See the risk factors under the heading “Risk Factors—Risks Related to the Notes and Our Indebtedness”: “—The exchange notes are structurally subordinated to the debt and other liabilities of our non-guarantor subsidiaries, including certain of our foreign subsidiaries”; “—The exchange notes are only guaranteed by entities that also guarantee our Credit Facility. Therefore, certain current and future subsidiaries of the Company that are considered controlled foreign corporations and certain other subsidiaries that are not required to guarantee the Credit Facility do not provide guarantees of the Credit Facility and do not guarantee the exchange notes.” The obligations of each Guarantor under its Guarantee is limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law; “—A substantial portion of our assets are owned, and a substantial portion of our revenue is generated, by guarantors organized outside the United States. Foreign laws applicable to such guarantors might not be as favorable to note holders as analogous United States federal and state laws.”

Any entity that makes a payment under its Guarantee is entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

If a Guarantee is rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Related to Our Indebtedness—Federal and state statutes allow courts, under specific circumstances, to void guarantees of the exchange notes. In such event, holders of exchange notes would be structurally subordinated to creditors of the issuer of the voided guarantee.”

The Guarantees by the Subsidiary Guarantors provide by their terms that they shall be automatically and unconditionally released and discharged upon:

(1) (a) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Subsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all the assets of such Subsidiary Guarantor; provided that such sale, exchange or transfer of Capital Stock or assets is made in compliance with the applicable provisions of the Indenture;

(b) the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or a Guarantor (other than a release or discharge by, or as a result of, payment under such other guarantee) or the repayment of the Indebtedness, in each case, which resulted in the obligations to Guarantee the Notes pursuant to the covenant described under “Certain Covenants—Guarantors”;

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(c) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or

(d) the Issuer exercising its legal defeasance option as described under “Legal Defeasance and Covenant Defeasance” or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2) Parent delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Ranking

The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Guarantee rank equal in right of payment to all existing and future Indebtedness and other obligations of the Issuer or the relevant Guarantor, as the case may be, that are not, by their terms, expressly subordinated in right of payment to the Notes or the Guarantee of such Guarantor.

The Notes are effectively subordinated to all of the Issuer’s and the Guarantors’ existing and future Secured Indebtedness and other secured obligations (including the Issuer’s and the Guarantors’ obligations under the Senior Secured Credit Facility) to the extent of the value of the collateral securing such Indebtedness and other secured obligations. As of March 31, 2013, the Issuer and the Guarantors had in the aggregate $968.3 million of Indebtedness (of which $668.3 million was Secured Indebtedness) and $50.0 million of availability under the revolving portion of the Senior Secured Credit Facility.

Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuer and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Secured Indebtedness. See “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Holding Company Structure

The Issuer is a holding company with no material operations of its own and only limited assets. Accordingly, the Issuer is dependent upon the distribution of the earnings from its and Parent’s Subsidiaries, whether in the form of dividends, advances or payments on account of intercompany obligations, including management fees, to service its debt obligations.

Paying Agent and Registrar for the Notes

The Issuer maintains one or more paying agents for the Notes. The paying agent for the Notes is currently the Trustee.

The Issuer also maintains a registrar. The initial registrar is the Trustee. The registrar maintains a register reflecting ownership of the Notes outstanding from time to time and makes payments on and facilitates transfer of Notes on behalf of the Issuer.

The Issuer may change the paying agents or the registrars without prior notice to the Holders. The Issuer or any of its Subsidiaries may act as a paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuer will not be required to transfer or

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exchange any Note selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. Also, the Issuer will not be required to transfer or exchange any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. The registered Holder of a note will be treated as the owner of the Notes for all purposes.

Principal, Maturity and Interest

The Issuer issued $300,000,000 in aggregate principal amount of Notes. The Notes will mature on December 15, 2020. Subject to compliance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuer may issue additional Notes from time to time under the Indenture (“Additional Notes”). The Notes offered by the Issuer and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of the Indenture and this “Description of Exchange Notes” include any Additional Notes that are actually issued. Additional Notes may not be fungible with the Notes for U.S. federal income tax purposes, in which case the Additional Notes will have a separate CUSIP number, as applicable. Any Additional Notes will be issued in denominations of $2,000 and in integral multiples of $1,000 in excess of $2,000.

Interest on the Notes accrues at the rate of 11.00% per annum and is payable semi-annually in arrears on June 15 and December 15, commencing on June 15, 2013, to the Holders of record on the immediately preceding June 1 and December 1. Interest on the Notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the Notes is computed on the basis of a 360-day year comprised of twelve 30-day months.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Notes as described under the caption “Repurchase at the Option of Holders.” We may at any time and from time to time purchase Notes in the open market or otherwise.

Optional Redemption

At any time prior to December 15, 2016, the Issuer may redeem all or a part of the Notes, upon prior notice at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On and after December 15, 2016, the Issuer may redeem the Notes, in whole or in part, upon prior notice at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable date of redemption, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on December 15 of each of the years indicated below:

Year	Percentage
2016		105.500	%
2017		102.750	%
2018 and thereafter		100.000	%

In addition, until December 15, 2015, the Issuer may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 111.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the

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applicable date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with cash contributed directly or indirectly by Parent or any of its direct or indirect parent companies to the common equity capital of the Issuer in an amount not to exceed the net cash proceeds of one or more Equity Offerings by Parent or any of its direct or indirect parent companies; provided that at least 65% of the sum of the original aggregate principal amount of Notes issued under the Indenture and the original principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

Selection and Notice

If the Issuer is redeeming less than all of the Notes issued by it at any time, the Trustee will select the Notes to be redeemed (a) on a pro rata basis to the extent practicable (or, in the case of Notes in global form, the Trustee will select Notes for redemption based on DTC’s method that most nearly approximates a pro rata selection or by such other method that the Trustee shall deem fair and appropriate) or (b) by lot or such other similar method in accordance with the procedures of DTC.

Notices of purchase or redemption shall be sent electronically or mailed by first-class mail, postage prepaid, at least 15 but not more than 60 days before the purchase or redemption date to each Holder of Notes at such Holder’s registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption. Redemption amounts shall only be paid upon presentation and surrender of any such Notes to be redeemed. Payment of the redemption price and performance of the Issuer’s obligations in connection with any redemption may be performed by another Person.

In connection with any redemption of Notes (including with funds in an equal aggregate amount not exceeding the net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including any related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed.

Repurchase at the Option of Holders

Change of Control

The Indenture provides that if a Change of Control occurs, unless the Issuer has previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under “Optional Redemption,” the Issuer will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will send notice of such Change of Control Offer by first class mail or electronically, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

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(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the paying agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuer is purchasing less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;

(8) if such notice is sent prior to the occurrence of a Change of Control, stating the Change of Control Offer is conditional on the occurrence of such Change of Control; and

(9) the other instructions, as determined by the Issuer, consistent with the covenant described hereunder, that a Holder must follow in order to have its Notes repurchased.

Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The Issuer will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the applicable provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuer will, to the extent permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.

Future credit agreements or other agreements relating to Indebtedness to which the Issuer becomes a party may prohibit or limit the Issuer from purchasing any Notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Issuer is prohibited from purchasing the Notes, the Issuer could

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seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, the Issuer will remain prohibited from purchasing the Notes. In such case, the Issuer’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture after any required giving of notice and lapse of time as described under “—Events of Default and Remedies.”

The Senior Secured Credit Facility provides that certain change of control events with respect to Parent and the Issuer would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Secured Credit Facility, we could seek a waiver of such default or seek to refinance our Senior Secured Credit Facility. In the event we do not obtain such a waiver or refinance the Senior Secured Credit Facility, such default could result in amounts outstanding thereunder being declared due and payable.

Our ability to pay cash to the Holders following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases. See “Risk Factors—Risks Related to the Notes and Our Indebtedness—We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.”

The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Certain Covenants—Liens.”

Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of Parent or the Issuer to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of Parent or the Issuer. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuer to make an offer to repurchase the Notes as described above.

In addition, Holders may not be entitled to require the Issuer to repurchase their Notes in certain circumstances involving a significant change in the composition of the Operating Committee of Parent or the Board of Directors of Issuer, including in connection with a proxy contest, where the Parent’s Operating Committee or the Issuer’s Board of Directors does not endorse a dissident slate of directors but approves them as directors.

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The provisions under the Indenture relating to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Asset Sales

The Indenture provides that Parent will not, and will not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) Parent or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Parent or such Restricted Subsidiary, as the case may be, is in the form of (a) cash or Cash Equivalents, (b) Replacement Assets or (c) any combination of the consideration specified in clauses (a) and (b); provided that the amount of:

(a) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes and that are assumed by the transferee of any such assets,

(b) any securities, notes or other obligations received by Parent or such Restricted Subsidiary from such transferee that are converted by Parent or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale,

(c) any Designated Non-cash Consideration received by Parent or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received since the date of this Indenture pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $45.0 million and (y) 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and

(d) any securities publicly-traded on a national securities exchange;

shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

Within 365 days after the receipt of any Net Proceeds of any Asset Sale, Parent or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(a) Secured Indebtedness under one or more Credit Facilities;

(b) Obligations under Pari Passu Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the Issuer shall equally and ratably (based on the aggregate principal amounts (or accreted value, as applicable)) reduce Obligations under the Notes as provided under “Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at or above 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

(c) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to Parent or another Restricted Subsidiary; or

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(2) to make (a) an Investment in any one or more businesses operating or engaged in a Similar Business (provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in Parent or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary); (b) capital expenditures; or (c) acquisitions of other properties or assets, in each of the foregoing subclauses (b) and (c), used or useful in a Similar Business or that replace the businesses, properties or assets that are the subject of such Asset Sale; or

(3) any combination of the foregoing.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the preceding paragraph (it being understood that any portion of such Net Proceeds used to make an offer to purchase notes, as described in clause (1) above, shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer shall make an offer to all Holders and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness that is a minimum amount of $2,000 and in an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value, as applicable), plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $25.0 million by mailing or electronically sending the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 365 days or with respect to Excess Proceeds of $25.0 million or less.

To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture, and they will no longer constitute Excess Proceeds. If the aggregate principal amount (or accreted value, as applicable) of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or, in the case of Notes in global form, the Trustee will select Notes for redemption based on DTC’s method that most nearly approximates a pro rata selection or by such other method that the Trustee shall deem fair and appropriate) based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

The Issuer will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the applicable provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

The Senior Secured Credit Facility limits, and future credit agreements or other agreements relating to Indebtedness to which Parent or the Issuer becomes a party may prohibit or limit, the Issuer from purchasing any

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Notes pursuant to this Asset Sales covenant. In the event the Issuer is prohibited from purchasing the Notes, the Issuer could seek the consent of its lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the Notes. In such case, the Issuer’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture after any required giving of notice and lapse of time as described under “Events of Default and Remedies.”

The provisions under the Indenture relating to the Issuer’s obligation to make an Asset Sale Offer may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.

Certain Covenants

Set forth below are summaries of certain covenants contained in the Indenture.

Limitation on Restricted Payments

Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of Parent’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends, payments or distributions by Parent payable solely in Equity Interests (other than Disqualified Stock) of Parent; or

(b) dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not a Wholly-Owned Subsidiary of Parent, Parent or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of Parent or any direct or indirect parent of Parent, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value or give any irrevocable notice of redemption with respect thereto, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(a) Indebtedness permitted under clauses (7) and (8) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(c) the giving of an irrevocable notice of redemption with respect to the transactions described in clauses (2) and (3) of the next paragraph; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, Parent could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

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(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Parent and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (10) and (18) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of Parent for the period (taken as one accounting period) beginning October 1, 2012 to the end of Parent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by Parent since immediately after the Issue Date from the sale of:

(i) Equity Interests of Parent, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of Equity Interests to any future, present or former employees, directors or consultants of Parent, any direct or indirect parent company of Parent and Parent’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph;

(ii) to the extent actually contributed to Parent, Equity Interests of Parent’s direct or indirect parent companies but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of Equity Interests to any future, present or former employees, directors or consultants of Parent, any direct or indirect parent company of Parent and the Parent’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; or

(iii) debt securities of Parent that have been converted into or exchanged for such Equity Interests of Parent;

provided, however, that this clause (b) shall not include the proceeds (W) from Equity Interests or convertible debt securities of Parent sold to a Restricted Subsidiary, as the case may be, (X) from Disqualified Stock or debt securities that have been converted into Disqualified Stock, (Y) from Excluded Contributions or (Z) the extent used to incur Indebtedness pursuant to clause (20) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; plus

(c) 100% of the aggregate amount of cash and the fair market value of marketable securities or other property or assets contributed to the capital of Parent following the Issue Date (other than (i) by a Restricted Subsidiary, (ii) any Excluded Contribution and (iii) to the extent used to incur Indebtedness pursuant to clause (20) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”); plus

(d) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to Parent or a Restricted Subsidiary) of Restricted Investments made by Parent or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from Parent or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by Parent or its Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to Parent or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date (other than to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment); plus

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(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment.

The foregoing provisions will not prohibit:

(1) the payment of any dividend or distribution or the consummation of any redemption within 60 days after the date of declaration thereof or the giving of the redemption notice, as applicable, if at the date of declaration or notice such payment would have complied with the provisions of the Indenture;

(2) the redemption, repurchase, retirement or other acquisition of any Equity Interests of Parent or any Equity Interests of any of its direct or indirect parent companies (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or a Guarantor in exchange for, or out of the proceeds of a sale (other than to a Restricted Subsidiary) within 60 days thereof of, Equity Interests of Parent (in each case, other than any Disqualified Stock); provided that the amount of any proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clauses (b) and (c) of the preceding paragraph;

(3) the redemption, repurchase, retirement, defeasance or other acquisition of Subordinated Indebtedness of the Issuer or a Guarantor made in exchange for, or out of the proceeds of a sale within 60 days thereof of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium paid (including reasonable tender premiums) and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least substantially to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than either (i) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired or (ii) the date that is six months after the maturity date of the Notes; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition of Equity Interests of Parent or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of Parent, any of its Subsidiaries or any of its direct or indirect parent companies; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $7.5 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $15.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of Parent or any of its direct or indirect parent companies to members of management, directors or consultants of Parent, any of its direct or indirect parent companies or any of its Subsidiaries that occurs after the

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Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph or clause (8) of the definition of Permitted Investments; plus

(b) the cash proceeds of key man life insurance policies received by Parent, any of its direct or indirect parent companies or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments made in any prior calendar year pursuant to this clause (4);

provided further that cancellation of Indebtedness owing to Parent or the Issuer from directors, officers, consultants and employees of Parent or any of its direct or indirect parent companies or any Restricted Subsidiary in connection with a repurchase of Equity Interests of Parent or any of its direct or indirect parent companies from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Parent or any of its Restricted Subsidiaries issued in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of “Fixed Charges”;

(6) repurchases of Equity Interests deemed to occur upon exercise or vesting of stock options, warrants or similar rights if such Equity Interests (i) represent all or a portion of the exercise price of such options or warrants or (ii) are surrendered in connection with satisfying any federal, state or local income tax obligation (including any withholding in respect thereof) incurred in connection with such exercise or vesting;

(7) the repurchase, redemption or other acquisition for value of Equity Interests of Parent representing fractional shares of such Equity Interests in connection with a stock dividend, split or combination or any merger, consolidation, amalgamation or other combination involving Parent;

(8) the redemption, repurchase, retirement or other acquisition, in each case for nominal value per right, of any rights granted to all holders of Equity Interests of Parent pursuant to any stockholders’ rights plan adopted for the purpose of protecting stockholders from unfair takeover tactics; provided that any such redemption, repurchase, retirement or other acquisition of such rights shall not be for the purpose of evading the limitations described under this covenant;

(9) payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or transfer of all or substantially all of Parent’s property or assets that complies with the Indenture; provided that as a result of such merger, consolidation or transfer of all or substantially all of Parent’s property or assets, the Issuer shall have made a Change of Control Offer or Asset Sale Offer and all Notes tendered by Holders in connection therewith shall have been repurchased, redeemed or acquired for value;

(10) the declaration and payment of dividends on Parent’s common stock following the first public offering of Parent’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net proceeds received by or contributed to Parent in or from that or any subsequent public offering, other than public offerings with respect to Parent’s common stock registered on Form S-4 or Form S-8;

(11) the declaration and payment of dividends or distributions by Parent to, or the making of loans to, its direct parent company or any indirect parent of Parent, in amounts sufficient for any direct or indirect parent company of Parent to pay:

(A) any franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate existence;

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(B) for any taxable period in which (x) Parent is treated as a disregarded entity or a passthrough entity for tax purposes or (y) Parent or any of its Subsidiaries are members of a consolidated, combined, affiliated, unitary or similar tax group of which a direct or indirect parent of Parent is the common parent, the tax liability attributable to Parent and any of its Subsidiaries; provided that (i) the amount of such dividends, distributions, loans or other payments for any taxable year shall not exceed the amount of such taxes that Parent or its Subsidiaries, as applicable, would have been required to pay had Parent or its Subsidiaries, as applicable, been a standalone taxpayer or a stand-alone group and (ii) dividends, distributions, loans or other payments in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to Parent or any of its Subsidiaries for such purpose;

(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of Parent to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Parent and the Restricted Subsidiaries;

(D) general corporate overhead expenses of any direct or indirect parent company of Parent (including indemnification claims made by directors or officers of any direct or indirect parent company of Parent) to the extent such expenses are attributable to the ownership or operation of Parent and the Restricted Subsidiaries; and

(E) reasonable fees and expenses incurred by such direct or indirect parent company of Parent in connection with any unsuccessful debt or equity offering by such parent company, Parent or a Restricted Subsidiary of Parent or any unsuccessful acquisition by Parent or a Restricted Subsidiary;

(12) Restricted Payments that are made with Excluded Contributions;

(13) the payment of fees and expenses to the Sponsors or any of their Affiliates (a) pursuant to the Management Agreement in effect on the Issue Date or as such agreement may be amended in accordance with the covenant under “Certain Covenants—Transactions with Affiliates” (so long as any such amendment is not materially disadvantageous to the Holders when taken as a whole as compared to the Management Agreement as in effect on the Issue Date) and (b) for any other financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, in each case to the extent permitted under clause (19) of the covenant “—Transactions with Affiliates”;

(14) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (14) not to exceed the greater of $50.0 million and 2.5% of Total Assets;

(15) the repurchase, redemption retirement, defeasance or other acquisition of any Subordinated Indebtedness required in accordance with provisions applicable thereto similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “Repurchase at the Option of Holders—Asset Sales”; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(16) cash payments in settlement of restricted stock units not to exceed, in any fiscal year, $5.0 million;

(17) payments in respect of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) relating to their acquisition of, or exercise of options, vesting of restricted Capital Stock or settlement of restricted stock units relating to the Capital Stock of Parent; and

(18) Restricted Payments in an amount not to exceed $82.0 million in the aggregate made to a direct or indirect parent of Parent in connection with the exercise or vesting of stock options, warrants, restricted stock units or similar rights so long as such parent entity contributes the identical amount of such Restricted Payments to Parent or any of its Restricted Subsidiaries on the same day as such Restricted Payments were

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made (provided that the amounts available under this clause (18) shall be used for any such Restricted Payments described in this clause (18) prior to using any amounts available under any other provision of this covenant);

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (13) or (14), no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date, all of Parent’s Subsidiaries became Restricted Subsidiaries. Parent will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Parent and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment or Permitted Investment in such amount would be permitted at such time pursuant to this covenant or the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

In the event that a Restricted Payment or Permitted Investment meets the criteria of more than one of the types of Restricted Payments described in the above clauses (including, without limitation, the first paragraph of this “Limitation on Restricted Payments” covenant) or Permitted Investment described in the definition thereof, Parent and its Restricted Subsidiaries, in their sole discretion, may divide, classify or reclassify all or any portion of such Restricted Payment or Permitted Investment in any manner that complies with this covenant and such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only the clause or clauses of this covenant or of the definition of “Permitted Investment” to which such Restricted Payment or Permitted Investment has been classified or reclassified.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

Parent will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Parent will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that Parent may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for Parent and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness, Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors (other than the Issuer) shall not exceed $125.0 million at any one time outstanding.

The foregoing limitations will not apply to:

(1) the incurrence of Indebtedness under the Credit Facilities by Parent or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $870.0 million outstanding at any one time, less the amount of Indebtedness then outstanding under clause (19);

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(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) and the exchange notes and related exchange guarantees to be issued in exchange for the Notes and the Guarantees pursuant to the Registration Rights Agreement (other than any Additional Notes);

(3) Indebtedness of Parent and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by Parent or any of its Restricted Subsidiaries to finance the purchase, lease, construction, installation, repair or improvement of property (real or personal) or equipment (including software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount (including any refinancing thereof), not to exceed at any time outstanding the greater of (x) $50.0 million and (y) 2.5% of Total Assets of Parent;

(5) Indebtedness incurred by Parent or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, unemployment insurance and other types of social security or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(6) Indebtedness arising from agreements of Parent or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by Parent and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of Parent or the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor (other than the Issuer) is unsecured and expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to Parent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) Indebtedness of a Restricted Subsidiary (other than the Issuer) to Parent or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is unsecured and expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to Parent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);

(9) shares of Preferred Stock of a Restricted Subsidiary issued to Parent or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Parent or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk;

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(11) obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by Parent or any of its Restricted Subsidiaries in the ordinary course of business;

(12) Indebtedness or Disqualified Stock of Parent and Indebtedness, Disqualified Stock or Preferred Stock of Parent or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12) (including any refinancing thereof), does not at any one time outstanding exceed $75.0 million;

(13) the incurrence by Parent or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund, replace or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under the first paragraph of this covenant and clauses (2) and (3) above, this clause (13), clauses (14) and (20) below or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund, replace or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded, or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(c) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Parent that is not a Guarantor (other than the Issuer) that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Parent that is not a Guarantor (other than the Issuer) that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of Parent or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

(14) Indebtedness, Disqualified Stock or Preferred Stock, and any related earn-out obligations (whether constituting Indebtedness at the time of such acquisition or thereafter) of (x) the Issuer or a Guarantor incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any Guarantor or merged into the Issuer or a Guarantor in accordance with the terms of the Indenture; provided that after giving pro forma effect to such acquisition or merger, either

(a) Parent would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant, or

(b) the Fixed Charge Coverage Ratio of Parent and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

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(16) (a) any guarantee by Parent or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture; or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of Parent, the Issuer or any Subsidiary Guarantor; provided that such guarantee is incurred in accordance with the covenant described below under “—Guarantors”;

(17) Indebtedness of Foreign Subsidiaries of Parent that are not Guarantors not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) the greater of (x) $75.0 million and (y) 4.0% of the Total Assets of Parent, including any refinancing thereof;

(18) Indebtedness of Parent or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business;

(19) Indebtedness incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to Parent or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);

(20) Indebtedness of Parent or any of its Restricted Subsidiaries not to exceed at any one time outstanding, which, when aggregated with all other Indebtedness then outstanding that was incurred pursuant to this clause (20) does not exceed the net cash proceeds received by Parent since immediately after the Issue Date from the issue or sale of Equity Interests or from contributions to the capital of Parent (other than proceeds from Disqualified Stock, from sales to any Restricted Subsidiary of Parent, or that have been applied to make Restricted Payments pursuant to the covenant described under “—Limitation on Restricted Payments” or to make Permitted Investments, pursuant to the definition thereof);

(21) Indebtedness incurred by Parent or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes;

(22) guarantees (a) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (b) otherwise constituting Investments permitted under the Indenture;

(23) Indebtedness issued by Parent or any of its Restricted Subsidiaries to current or former employees, directors, managers and consultants thereof to finance the purchase or redemption of Equity Interests of Parent or any direct or indirect parent company of Parent to the extent described in clause (4) of the second paragraph under “—Limitation on Restricted Payments”;

(24) (a) Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in the ordinary course of business; and (b) Indebtedness representing deferred compensation to employees of Parent (or any direct or indirect parent of Parent) and its Restricted Subsidiaries incurred in the ordinary course of business;

(25) cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(26) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business; and

(27) Indebtedness of a Restricted Subsidiary (which includes the Issuer) to a direct or indirect parent of Parent in connection with, and in an amount not exceeding that set out in, clause (18) of the second paragraph of the covenant described under “—Limitation on Restricted Payments.”

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For purposes of determining compliance with this covenant:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (2) through (27) above or is entitled to be incurred pursuant to the first paragraph of this covenant, Parent, in its sole discretion, may divide, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one or more of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be deemed to have been incurred on such date in reliance on clause (1) of the preceding paragraph; and

(2) at the time of incurrence, Parent will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.

Accrual of interest, the accretion of accreted value, the amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness.

The Indenture provides that Parent will not, and will not permit the Issuer or any other Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of Parent, the Issuer or such other Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee substantially to the extent in the same manner as such Indebtedness is subordinated to other Indebtedness of Parent, the Issuer or such other Guarantor, as the case may be.

The Indenture does not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness as subordinated or junior to any other Indebtedness merely because it has a junior or different priority with respect to the same collateral.

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Liens

Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (an “Initial Lien”) (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of Parent or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (a) Liens securing the Notes and the related Guarantees, (b) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” and (c) Liens securing additional Indebtedness permitted to be incurred pursuant to the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that, in the case of this clause (c), at the time of the incurrence of such Indebtedness and after giving pro forma effect thereto, the Secured Net Leverage Ratio shall not exceed 4.25 to 1.00.

Any Lien created for the benefit of the Holders pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon discharge of the Initial Lien. In the event that any Lien restricted by this covenant meets the criteria of clause (b) or (c) of the preceding paragraph or one or more clauses in the definition of Permitted Liens, Parent, in its sole discretion, may classify or reclassify such Lien among one or more such clauses pursuant to which such Lien would have been permitted at the time so classified or reclassified, as the case may be.

Merger, Consolidation or Sale of All or Substantially All Assets

Neither Parent nor the Issuer may consolidate or merge with or into or wind up into (whether or not it is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) Parent or the Issuer, as applicable, is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than Parent or the Issuer, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited liability company or similar entity organized or existing under the laws of the jurisdiction of organization of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that at any time the Issuer or the Successor Company is not a corporation, there shall be a joint and several co- obligor of the Notes that is a Wholly-Owned Restricted Subsidiary of the Issuer and a corporation organized or existing under such laws;

(2) the Successor Company, if other than Parent or the Issuer, as applicable, expressly assumes all the obligations of Parent or the Issuer, as applicable, under the Notes or Guarantee, as the case may be, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, either (x) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” or (y) the Fixed Charge Coverage Ratio of the Successor Company would not be lower than the Fixed Charge Coverage Ratio of the Issuer immediately prior to such transaction;

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(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the Notes and the Registration Rights Agreement; and

(6) Parent shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

The Successor Company will succeed to, and be substituted for Parent or the Issuer, as the case may be, under the Indenture, the Guarantees and the Notes, as applicable. Notwithstanding the foregoing clauses (3) and (4),

(1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to Parent or the Issuer, and

(2) Parent or the Issuer may merge with an Affiliate thereof solely for the purpose of reincorporating such Person in another jurisdiction (provided that such other jurisdiction is the United States, any state or territory thereof or the District of Columbia) so long as the amount of Indebtedness of Parent and its Restricted Subsidiaries is not increased thereby.

No Guarantor (other than Parent) will, and Parent will not permit any such Guarantor to, consolidate or merge with or into or wind up into (whether or not Parent or such Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (a) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability company or trust or similar entity organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(c) immediately after such transaction, no Default exists; and

(d) Parent shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(2) the transaction is made in compliance with the covenant described under “Repurchase at the Option of Holders—Asset Sales.”

In the case of clause (1) above, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

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Transactions with Affiliates

Parent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25.0 million unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to Parent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) Parent delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $30.0 million, a resolution adopted by the majority of the Operating Committee of Parent approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

The foregoing provisions will not apply to the following:

(3) (a) transactions between or among Parent or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger or consolidation of Parent or any direct parent company of Parent;

(4) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and Investments constituting “Permitted Investments”;

(5) the payment of reasonable and customary fees, compensation, benefits and incentive arrangements paid or provided to, and indemnities provided on behalf of, current, former or future officers, directors, employees or consultants of Parent, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

(6) any agreement, instrument or arrangement as in effect as of the Issue Date or any transaction contemplated thereby, or any amendment or replacement agreement, instrument or arrangement thereto (so long as any such amendment is not materially disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by Parent or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it was a party as of the Issue Date and any amendment thereto or similar agreements, transactions or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by Parent or any of its Restricted Subsidiaries of obligations under any future amendment or replacement agreement to any such existing agreement or under any similar agreement, transaction or arrangement entered into after the Issue Date shall only be permitted by this clause (5) to the extent that the terms of any such amendment or new agreement, transaction or arrangement are not otherwise materially disadvantageous to the Holders when taken as a whole;

(8) any transaction effected as part of a Qualified Receivables Financing permitted hereunder;

(9) any non-recourse pledge of Equity Interests of an Unrestricted Subsidiary to support the Indebtedness of such Unrestricted Subsidiary;

(10) the Transaction and the payment of all fees and expenses related to the Transaction, in each case as disclosed in this prospectus;

(11) (a) transactions with customers, clients, suppliers, joint venture partners, or purchasers or sellers of goods or services (including pursuant to joint venture agreements), in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which are fair to Parent and its Restricted Subsidiaries, in the reasonable determination of the Operating Committee of Parent or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

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(12) the sale or issuance of Equity Interests (other than Disqualified Stock) of Parent or contributions to the capital of Parent;

(13) payments, loans, advances or guarantees (or cancellation of payments, loans, advances or guarantees) to employees or consultants of Parent, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by Parent in good faith;

(14) transactions in which Parent or any Restricted Subsidiary, as the case may be, delivers to the trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the preceding paragraph;

(15) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of Parent or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; provided, however, that with regard to an issue of indebtedness of Parent or any of its Subsidiaries, such Affiliate holds no more than 15% of such issue;

(16) transactions between Parent or any Restricted Subsidiary and any Person that is an Affiliate of Parent or any Restricted Subsidiary solely because a director of such Person is also a director of Parent or any direct or indirect parent of Parent; provided that such director abstains from voting as a director of Parent or any direct or indirect parent, as the case may be, on any matter involving such other Person;

(17) transactions with a Person that is an Affiliate of Parent solely because Parent or any of its Subsidiaries directly or indirectly owns Capital Stock in or controls such Person;

(18) any Guarantee by any parent company of Parent of Indebtedness of Parent or any Restricted Subsidiary;

(19) a transaction with a Person who was not an Affiliate of Parent before the transaction but becomes an Affiliate solely as a result of such transaction;

(20) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing;

(21) payments by Parent or any of its Restricted Subsidiaries to, and agreements with, the Sponsors or any of their Affiliates for any financial advisory, management, monitoring or consulting services, financing, mergers and acquisitions advisory, insurance brokerage, hedging arrangements, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, pursuant to agreements in effect on the Issue Date or which are approved by a majority of the Operating Committee of Parent or any direct or indirect parent of Parent in good faith;

(22) any contribution to the capital of Parent or any Restricted Subsidiary;

(23) the entering into of any tax sharing agreement or arrangement and any payments permitted by clause (11)(B) of the second paragraph of the covenant described under “—Limitation on Restricted Payments”; and

(24) any Indebtedness permitted by clause (27) of the second paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (a) pay dividends or make any other distributions to Parent or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(b) pay any Indebtedness owed to Parent or any of the Restricted Subsidiaries;

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(2) make loans or advances to Parent or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to Parent or any of the Restricted Subsidiaries, except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Secured Credit Facility and the related documentation;

(b) the Indenture, the Notes, the Guarantees and any exchange notes and related exchange guarantees to be issued in exchange for Notes and the Guarantees pursuant to the Registration Rights Agreement;

(c) purchase money obligations and capital lease obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by Parent or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Parent pursuant to an agreement that has been entered into for the sale or disposition of some or all of the Capital Stock or assets of such Subsidiary, that impose restrictions on the assets to be sold;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness or place any restriction on Parent’s or its Restricted Subsidiaries’ use of the assets securing such Secured Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” that impose restrictions solely on such Foreign Subsidiaries party thereto;

(j) existing under, by reason of or with respect to customary provisions in joint venture, operating agreements, asset sale agreements, stock sale agreements, sale and leaseback agreements and other similar agreements;

(k) customary provisions contained in leases or licenses of intellectual property (including grants, licenses or sublicenses of software, technology, patents, trademarks, copyrights, know-how, trade secrets, content (including genealogical, historical and DNA content), databases and any other intellectual property) and other agreements, in each case, entered into in the ordinary course of business;

(l) contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Financing; provided that such restrictions apply only to such Receivables Subsidiary or the receivables that are subject to the Qualified Receivables Financing;

(m) protective Liens filed in connection with a Sale and Lease-Back Transaction permitted under the Indenture;

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(n) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive taken as a whole with respect to Parent or any Restricted Subsidiary than those in effect on the Issue Date pursuant to agreements in effect on the Issue Date;

(o) any Restricted Investment not prohibited by the covenant described under “—Limitation on Restricted Payments” and any Permitted Investment;

(p) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Parent or any Restricted Subsidiary thereof in any manner material to Parent or any Restricted Subsidiary thereof;

(q) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(r) in the case of the provision described in clause (3) of the first paragraph of this covenant: (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, or (ii) existing under, by reason of or with respect to (x) purchase money obligations for property acquired in the ordinary course of business or (y) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby;

(s) existing under, by reason of or with respect to Indebtedness of Parent or a Restricted Subsidiary not prohibited to be incurred under the indenture; provided that (i) such encumbrances or restrictions are ordinary and customary in light of the type of Indebtedness being incurred and the jurisdiction of the obligor and (b) such encumbrances or restrictions will not affect in any material respect Parent’s, the Issuer’s or any Guarantor’s ability to make principal and interest payments on the notes, as determined in good faith by Parent;

(t) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Parent or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of Parent or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Parent or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and

(u) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (t) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

For purposes of determining compliance with this covenant (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Parent or a Restricted Subsidiary to other Indebtedness incurred by Parent or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

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Guarantors

Parent will not permit any of its Restricted Subsidiaries (other than an Excluded Subsidiary) to either (i) guarantee the payment of any Indebtedness of the Issuer or any Guarantor or (ii) incur any Indebtedness under any Credit Facility pursuant to clause (1) of the second paragraph under “Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” above unless such Restricted Subsidiary shall:

(1) within 20 Business Days execute, and deliver to the Trustee, a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally Guarantee all of the Issuer’s obligations under the Notes and the Indenture on the terms set forth in the Indenture; and

(2) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary;

provided that to the extent that any Excluded Subsidiary no longer satisfies the definition of Excluded Subsidiary, it shall be subject to this covenant; provided further that the Guarantee of any Foreign Subsidiary may be limited as to its full and unconditional nature as required by the laws of the jurisdiction of organization of such Foreign Subsidiary.

Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor. Each Guarantee of a Guarantor shall be released in accordance with the provisions of the Indenture described under “—Guarantees” above.

Notwithstanding the foregoing, this covenant shall not prohibit a guarantee or pledge by a Foreign Subsidiary that is not a Guarantor securing the payment of Indebtedness of another Foreign Subsidiary that is not a Guarantor.

Reports and Other Information

Whether or not required by the SEC, so long as any notes are outstanding, Parent will furnish to the Trustee and the Holders, within the time periods specified in the SEC’s rules and regulations (as in effect on the Issue Date) for non-accelerated filers:

(1) all quarterly and annual financial information that would be required to be contained in a filing by a non-accelerated filer with the SEC on Forms 10-Q and 10-K (or any successor or comparable forms) if Parent were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Parent’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if Parent were required to file such reports;

provided that (I) Parent shall not be required to provide any reports pursuant to clause (2) above prior to the earliest of (i) the date it first files an exchange offer or shelf registration statement pursuant to the Registration Rights Agreement and (ii) the deadline for consummating an exchange offer or filing a shelf registration statement pursuant to the Registration Rights Agreement; (II) prior to the earliest of (i) the date Parent first files an exchange offer or shelf registration statement pursuant to the Registration Rights Agreement and (ii) the deadline for consummating an exchange offer or filing a shelf registration statement pursuant to the Registration Rights Agreement, the reports described in clause (1) above will not be required to (A) include financial information contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC provided that Parent shall include disclosure relating to the assets, liabilities, net revenues and Transaction Adjusted EBITDA of the non-Guarantor Subsidiaries of Parent in a manner consistent in all material respects with such information provided

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for in this prospectus and (B) provide the exhibits required by the reports described in clause (1) above, other than exhibits consisting of financial statements, other financial information or financial schedules; and (III) prior to the earliest of (i) the date the exchange offer or shelf registration statement is declared effective by the SEC and (ii) the deadline for consummating an exchange offer or filing a shelf registration statement pursuant to the Registration Rights Agreement, (A) Parent shall not be required to file any reports described in clause (2) above with respect to executive compensation matters and (B) Parent shall not be required to file or furnish any exhibits required by the reports described in clause (2) above with respect to material contracts to the extent Parent has determined in good faith that such material contracts may be entitled to confidential treatment as determined by the SEC.

In addition, whether or not required by the SEC, Parent will file a copy of all of the information and reports referred to in clause (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. Parent will be deemed to have furnished to the Holders the reports referred to in clauses (1) and (2) of the first paragraph of this covenant if Parent has either (i) filed such reports with the SEC (and such reports are publicly available) or (ii) posted such reports on the Issuer Website and issued a press release announcing such posting; provided that the Trustee shall have no obligation whatsoever to determine if such filing or posting has been made. For purposes of this covenant, the term “Issuer Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address http://www.ancestry.com or such other address as Parent may from time to time designate in writing to the Trustee.

Until such time as either the exchange offer registration statement or shelf registration statement provided for in the Registration Rights Agreement shall have been declared effective by the SEC, Parent shall also (i) not later than ten days after the date on which the annual and quarterly reports required by clause (1) of the first paragraph of this covenant are provided to Holders, hold a live conference call (including a customary question-and-answer session for investors) in order to discuss such information and results of operations for the relevant reporting period and (ii) no fewer than three Business Days prior to the date of the conference call required to be held in accordance with clause (i), issue a press release to the appropriate internationally recognized wire services announcing the date that such information will be made available or the time and date of such conference call and directing Holders, prospective investors and securities analysts to contact the investor relations office of the Issuer to obtain such information or access such conference call. In addition, Parent has agreed that, for so long as any notes remain outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

In addition, if at any time any direct or indirect parent company of Parent becomes a guarantor of the notes (there being no obligation of such parent to do so), the reports, information and other documents required to be filed and furnished to the Holders pursuant to this covenant may, at the option of Parent, be filed by and be those of such parent rather than Parent; provided that, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Parent and its Restricted Subsidiaries on a standalone basis, on the other hand.

In addition, the report requirements described in the first paragraph above shall be deemed satisfied prior to the commencement, if required, of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in the first paragraph of this covenant. For the avoidance of doubt, this covenant will not require Parent or the Restricted Subsidiaries to provide or file any information pursuant to the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC that would not otherwise be applicable to them.

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Notwithstanding anything herein to the contrary, (a) Parent will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under “Events of Default and Remedies” until 120 days after the date any report hereunder is due and (b) any failure to comply with this covenant shall be automatically cured when Parent or any direct or indirect parent of Parent, as the case may be, provides all required reports to the holders of the notes.

Suspension of Covenants

Following the first day (the “Suspension Date”) that (a) the Notes have an Investment Grade Rating from both Rating Agencies, and (b) no Default has occurred and is continuing, Parent and its Restricted Subsidiaries will not be subject to the provisions of the Indenture summarized herein under: (i) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (ii) “—Limitation on Restricted Payments”; (iii) “—Transactions with Affiliates”; (iv) “—Repurchase at the Option of Holders—Asset Sales”; (v) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; (vi) clause (4) under the first paragraph of “—Merger, Consolidation or Sale of All or Substantially All Assets”; and (vii) “—Guarantors” (collectively, the “Suspended Covenants”). If and while Parent and its Restricted Subsidiaries are not subject to the Suspended Covenants, the Notes will be entitled to substantially less covenant protection.

In the event that Parent and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then Parent and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. Additionally, upon the occurrence of a Suspension Date, the amount of Excess Proceeds from Net Proceeds shall be reset at zero.

During the Suspension Period, Parent and its Restricted Subsidiaries will be entitled to incur Liens to the extent provided for under “—Liens” (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of the “—Liens” covenant and for no other covenant).

After any Reversion Date, (1) with respect to any Restricted Payments made after such Reversion Date, the amount of any Restricted Payments made will be calculated as though the covenant described above under the caption “—Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period; (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to clause (3) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and (3) any agreement or other instrument entered into by Parent or a Restricted Subsidiary during the Suspension Period that contains an encumbrance or restriction of the type described in the covenant described under “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries” shall, for purposes of that covenant, be treated as if they were in existence on the Issue Date. Notwithstanding the foregoing, during the Suspension Period, Parent shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries. Parent will notify the Trustee in writing promptly following the occurrence of any Suspension Date or Reversion Date.

There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

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Events of Default and Remedies

The Indenture provides that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes;

(3) (a) failure by the Issuer, Parent or any other Guarantor to comply with its obligations under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets,” (b) failure by Parent or any Restricted Subsidiary to comply with its obligations under the covenants described under “Repurchase at the Option of Holders” (other than a failure to purchase Notes that will constitute an Event of Default under clause (1) above and other than a failure to comply with its obligations that would cause a default under clause (a)), or (c) failure by Parent or any Restricted Subsidiary to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1), (2) and (a) and (b) above) contained in the Indenture or the Notes, in the case of clause (b) for 30 days and in the case of clause (c) for 60 days, in each such case after receipt of written notice given to Parent by the Trustee or the Holders of not less than 25% in principal amount of the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Parent or any of its Restricted Subsidiaries or the payment of which is guaranteed by Parent or any Restricted Subsidiaries, other than Indebtedness owed to Parent or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates to $25.0 million or more at any one time outstanding;

(5) failure by Parent or any Significant Subsidiary (or group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary) to pay non-appealable final judgments aggregating in excess of $25.0 million (excluding amounts covered by insurance provided by a carrier that has acknowledged coverage or amounts covered by valid third party indemnification obligations from a third party which is solvent), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final and non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to Parent, the Issuer or any other Significant Subsidiary; or

(7) the Guarantee of Parent or any Significant Subsidiary (or group of Guarantors that taken together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of such Guarantor, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture and such default continues for 10 Business Days.

If any Event of Default (other than of a type specified in clause (6) above with respect to Parent or the Issuer) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in principal

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amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section with respect to Parent or the Issuer, all outstanding Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest.

The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder or a continuing Default in respect of a covenant or provision of the Indenture which cannot be amended or modified without the consent of all Holders.

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested in writing the Trustee to pursue the remedy;

(3) Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a written direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount of the total outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

The Indenture provides that Parent is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and Parent is required, within ten days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default, unless such Default has been cured before the end of the ten-day period.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder, member or limited partner of Parent or any Restricted Subsidiary or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Legal Defeasance and Covenant Defeasance

The obligations of the Issuer and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes and have the Issuer and each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and Parent’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to certain covenants in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to Parent or the Issuer) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, Parent shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) Parent or the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, Parent shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

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(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Credit Facility or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(6) Parent shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

(7) Parent shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and

(c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, upon its request for written acknowledgement of satisfaction and discharge, Parent must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by Parent or its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes.

The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the percentage of the aggregate principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

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(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration;

(5) make any Note payable in currency other than that stated therein;

(6) make any change in the provisions of the Indenture relating to the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by the Indenture, modify the Guarantee of Parent or any Significant Subsidiary in any manner adverse to the Holders.

Notwithstanding the foregoing, the Issuer, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the rights under the Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor or release any Guarantor from its Guarantee if such release is in accordance with the terms of the Indenture;

(11) to conform the text of the Indenture, Guarantees or the Notes to any provision of this “Description of Exchange Notes” to the extent that such provision in this “Description of Exchange Notes” was intended to be a substantially verbatim recitation of a provision of the Indenture, Guarantee or Notes, as provided in an Officer’s Certificate;

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(12) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

(13) to provide for the issuance of Additional Notes in accordance with the terms of the Indenture;

(14) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of the Holders, as security for the payment and performance of all or any portion of the Notes, in any property or assets; or

(15) to comply with the rules of any applicable securities depositary.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuer or any Guarantor, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs.

Governing Law

The Indenture, the Notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws principles thereof.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“Acquired Indebtedness” means, with respect to any specified Person,

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness assumed or incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person;

provided that any Indebtedness of such other Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Restricted Subsidiary of the specified Person will not be Acquired Indebtedness.

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“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. No Person (other than Parent or any Subsidiary of Parent) in whom a Receivables Subsidiary makes an Investment in connection with a financing of accounts receivable will be deemed to be an Affiliate of Parent or any of its Subsidiaries solely by reason of such Investment.

“Applicable Premium” means, with respect to any Note on any date of redemption, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such date of redemption of (i) the redemption price of such Note at December 15, 2016 (such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (ii) all required interest payments due on such Note through December 15, 2016 (excluding accrued but unpaid interest to the date of redemption), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the then-outstanding principal amount of such Note.

“Asset Sale” means:

(3) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets outside the ordinary course of business (including by way of a Sale and Lease-Back Transaction) of Parent or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(4) the issuance or sale of Equity Interests (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries issued in compliance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”);

in each case, other than:

(a) any disposition of Cash Equivalents or obsolete, damaged, unnecessary, unsuitable or worn out equipment or of assets no longer used in the business or any sale or disposition of property or assets in connection with scheduled turnarounds, maintenance and equipment and facility updates or any disposition of products, services or inventory held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of Parent or the Issuer in a manner permitted pursuant to the provisions described above under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants—Limitation on Restricted Payments”;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary (other than the Issuer) in any transaction or series of related transactions with an aggregate fair market value of less than $10.0 million;

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(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to Parent or by Parent or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(h) foreclosures, condemnations or any similar actions on assets;

(i) any financing transaction with respect to property built or acquired by Parent or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions permitted by the Indenture;

(j) licenses or sub-licenses of intellectual property (including grants, licenses or sublicenses of software, technology, patents, trademarks, copyrights, know-how, trade secrets, content (including genealogical, historical and DNA content), databases and any other intellectual property) in the ordinary course of business;

(k) the creation of any Lien permitted under this Indenture;

(l) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(m) the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business;

(n) a disposition of accounts receivable and related assets by a Receivables Subsidiary in a Qualified Receivables Financing;

(o) the unwinding of any Hedging Obligations;

(p) the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable or other assets held for sale in the ordinary course of business;

(q) a sale of accounts receivable and related assets to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions; and

(r) grants, licenses or sublicenses of software, technology, patents, trademarks, copyrights, know-how, trade secrets, content (including genealogical, historical and DNA content), databases and any other intellectual property in the ordinary course of business.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP (it being understood that

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any changes to generally accepted accounting principles after the Issue Date shall be disregarded in making this determination and that any obligation that would not be characterized as a capital lease obligation but for such changes, shall for all purposes under the Indenture (including, without limitation, the calculation of Consolidated Net Income and EBITDA) not be treated as capital lease obligations, Capitalized Lease Obligations or Indebtedness).

“Cash Equivalents” means:

(1) United States dollars, Euros, Pounds Sterling, Canadian Dollars, Australian Dollars and Swedish Krona (including such United States dollars, Euros, Pounds Sterling, Canadian Dollars, Australian Dollars and Swedish Krona as are held as overnight bank deposits and demand deposits with banks);

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(3) obligations maturing not more than one (1) year after such time issued or guaranteed by the government of a country (“OECD Country”) that is a member of the Organization for Economic Cooperation and Development or any agency thereof that is rated at least A by S&P or A by Moody’s;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $100.0 million:

(5) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof;

(6) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively, and in each case maturing within 24 months after the date of creation thereof;

(7) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having one of the two highest ratings obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) with maturities of 24 months or less from the date of acquisition;

(8) repurchase obligations of any lender or of any commercial bank satisfying (at the time of acquisition) the requirements of clause (4) of this definition, having a term of not more than ninety (90) days, with respect to securities issued or fully guaranteed or insured by the United States government;

(9) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed or insured by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated either (I) A or better by S&P or A or better by Moody’s or (II) SP1 or better by S&P or V-MIG 1 or better by Moody’s;

(10) securities issued or directly and fully guaranteed or insured by any OECD Country or any instrumentality or agency thereof (provided that the full faith and credit of such OECD Country is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition and rated either (I) at least A by S&P or A by Moody’s or (II) at least SP1 by S&P or V-MIG by Moody’s;

(11) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of any OECD Country, by any political subdivision or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated either (I) at least A by S&P or A by Moody’s or (II) at least SP1 by S&P or V-MIG by Moody’s;

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(12) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any lender or any commercial bank satisfying the requirements of clause (4) or (5) of this definition;

(13) Indebtedness or preferred stock issued by Persons with a rating, at the time of acquisition thereof, of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of one (1) year or less from the date of acquisition;

(14) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (13) above; and

(15) in the case of any Restricted Subsidiary organized or having its principal place of business outside of the United States, Investments of comparable tenor and credit quality to those described in the foregoing clauses (1) through (14) customarily utilized in countries in which such Restricted Subsidiary operates.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above; provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the ultimate “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person or group shall be deemed to have “beneficial ownership” of all Equity Interests that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Voting Stock in Parent or the Issuer; or

(2) after the consummation of an initial public offering, during any period of two consecutive years, individuals who at the beginning of such period constituted the Operating Committee of Parent or the Board of Directors of Issuer (together with any new directors or members whose election by the Board of Directors or Operating Committee or whose nomination for election by the equityholders of Parent or the Issuer was approved by a vote of a majority of the members or directors of Parent or the Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of Parent’s Operating Committee or the Issuer’s Board of Directors then in office; or

(3) (a) all or substantially all of the assets of Parent and the Restricted Subsidiaries are sold or otherwise transferred to any Person other than a Wholly Owned Restricted Subsidiary or one or more Permitted Holders or (b) Parent or the Issuer consolidates or merges with or into another Person or any Person consolidates or merges with or into Parent or the Issuer, in any case under this clause (3), in one transaction or a series of related transactions in which immediately after the consummation thereof Persons beneficially owning (as defined above in clause (1)), directly or indirectly, all the Voting Stock of Parent or the Issuer, as the case may be, immediately prior to such consummation do not beneficially own (as defined above in clause (1)), directly or indirectly, Voting Stock representing a majority of the total voting power of the Voting Stock of Parent or the Issuer, as the case may be, or the surviving or transferee Person.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of goodwill and other intangibles, deferred financing fees of such Person and its Restricted Subsidiaries, for such period on a consolidated basis and otherwise determined in accordance with GAAP.

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“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income, including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized Lease Obligations, and (e) net cash payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (w) any expensing of bridge, commitment and other financing fees, (x) any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP, (y) Additional Interest and (z) commissions, discounts yields and other fees and charges (including any interest expense) related to any Receivables Facility; plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary gains or losses or any non-recurring or unusual gains or losses or expenses (including, without limitation, any expenses related to any severance, relocation expenses and one-time compensation charges or any expenses directly attributable to the implementation of cost-saving initiatives), in each case, less all fees and expenses relating thereto, shall be excluded,

(2) the cumulative effect of a change in accounting principles during such period shall be excluded,

(3) any after-tax effect of income (loss) attributable to discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,

(5) the Net Income (but not loss) for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Parent shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period by such Person and shall be decreased by the amount of any losses that have been funded with cash from Parent or a Restricted Subsidiary during such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “—Certain Covenants—Limitation on Restricted Payments,” the Net Income (but not loss) for such period of any Restricted Subsidiary (other than the Issuer or any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to

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the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of Parent will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to Parent or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to Parent and its Restricted Subsidiaries) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to any consummated acquisition (including the Transaction) and any increase in amortization or depreciation or other noncash charges resulting therefrom and any write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(9) any non-cash gains and losses due solely to fluctuations in currency values in accordance with GAAP shall be excluded,

(10) any fees, charges, costs and expenses incurred in connection with the Transaction (including any cash compensation expense) shall be excluded;

(11) costs or expenses incurred by Parent or a Restricted Subsidiary to assess and improve its internal controls and procedures for financial reporting in order to be in compliance with the requirement of the Sarbanes-Oxley Act of 2002 upon completion of the exchange offer or effectiveness of a shelf registration statement as required by the Registration Rights Agreement;

(12) to the extent covered by insurance and actually reimbursed, or, so long as Parent has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so excluded to the extent not so reimbursed within such 365 day period), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded;

(13) any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded;

(14) unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness resulting from the application of GAAP shall be excluded;

(15) any charges resulting from the application of Accounting Standards Codification Topic 805 “Business Combinations,” Accounting Standards Codification Topic 350 “Intangibles—Goodwill and Other,” Accounting Standards Codification Topic 360-10-35-15129 “Impairment or Disposal of Long Lived Assets,” Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities from Equity—Overall—Recognition” or Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” shall be excluded;

(16) non-cash interest expense resulting from the application of Accounting Standards Codification Topic 470-20 “Debt—Debt with Conversion Options—Recognition” shall be excluded;

(17) any expenses or charges related to any Equity Offering, Permitted Investment, acquisition (including earn-out provisions) or Indebtedness permitted to be incurred by the Indenture including a refinancing thereof (in each case, whether or not successful) and any amendment or modification to the terms of any such transactions shall be excluded; and

(18) any non-cash compensation expense realized from employee benefit plans or other post-employment benefit plans, grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded.

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Notwithstanding the foregoing, for the purpose of the covenant described under “Certain Covenants—Limitation on Restricted Payments” only (other than clauses (3)(d) and (3)(e) of the first paragraph thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by Parent and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from Parent and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by Parent or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clauses (3)(d) or (3)(e) of the first paragraph thereof.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Credit Facilities” means, with respect to Parent or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Secured Credit Facility, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by Parent or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of Parent, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of or collection of such Designated Non-cash Consideration.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable) or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change

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of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Parent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Restricted Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof or the District of Columbia, other than any such Restricted Subsidiary (i) of a controlled foreign corporation within the meaning of Section 957 of the Code (a “CFC”) or (ii) that has no material assets other than capital stock of one or more Foreign Subsidiaries that are CFCs.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital gains, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities and severance costs; plus

(f) any other non-cash charges, including any write-offs or write-downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) any costs or expense incurred by Parent or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan (including, without limitation, phantom stock plans and cash settled stock plans) or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Parent or net cash proceeds of an issuance of Equity Interest of Parent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants—Limitation on Restricted Payments,”; plus

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(h) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights; plus

(i) the amount of management, monitoring, consulting and advisory fees and related expenses paid (or any accruals related to such fees or related expenses) during such period to the Sponsors and the amount of any directors’ fees or reimbursements, including pursuant to the Management Agreement, in each case, to the extent permitted under “—Certain Covenants—Transactions with Affiliates”; plus

(j) earn-out expenses and retention payments resulting from acquisitions in which Parent or any Restricted Subsidiary is required to treat such earn-out expenses and retention payments as compensation costs;

(k) the amount of cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies projected by Parent in good faith to be realized as a result of actions taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (v) such cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies are reasonably identifiable and factually supportable, (w) such cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies are expected to be realized within 12 months of the last day of such period, (x) no cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies may be added pursuant to this clause (k) to the extent duplicative of any expense or charges relating thereto that are either excluded in computing Consolidated Net Income or included (i.e., added back) in computing “EBITDA” for such period, (y) other than in the case of any such cost savings, operating expense reductions, restructuring charges and expenses and cost saving synergies relating to (A) an acquisition by Parent or any Restricted Subsidiary of Parent of either Capital Stock of a Person such that such Person shall become a Restricted Subsidiary of Parent or all or substantially all of the properties and assets of a Person or (B) any other acquisition by Parent or any Restricted Subsidiary of Parent of Capital Stock or property or assets other than in the ordinary course of business, the aggregate amount of cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies added pursuant to this clause (k) shall not exceed 15.0% of EBITDA for such four quarter period (calculated on a pro forma basis) and (z) such adjustments may be incremental to (but not duplicative of) pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”);

(l) the amount of any minority interest expense deducted in computing Consolidated Net Income;

(m) actual expenses incurred in connection with obtaining and maintaining private credit ratings; and

(n) the tax effect of any items excluded from the calculation of Consolidated Net Income pursuant to clauses (1), (3), (4), (8) and (13) of the definition thereof;

(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk); plus or minus, as applicable,

(c) any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative, all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

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“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of Parent or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Parent’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of Parent; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds and Cash Equivalents received by Parent from:

(a) contributions to its common equity capital; and

(b) the sale (other than to a Subsidiary of Parent or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Parent) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock and other than to the extent used to incur Indebtedness pursuant to clause (20) of the second paragraph of the covenant described under “—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) of Parent,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate and which are excluded from the calculation set forth in clause (3) of the first paragraph under “—Certain Covenants—Limitation on Restricted Payments.”

“Excluded Subsidiaries” means (a) any non-Wholly-Owned Subsidiary of the Parent (other than a non-Wholly-Owned Subsidiary that guarantees any other capital markets Indebtedness of the Issuer or a Guarantor), (b) any Immaterial Subsidiary, (c) any Receivables Subsidiary or (d) any Foreign Subsidiary of the Issuer.

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith; provided that if the fair market value is equal to or exceeds $50.0 million, such determination shall be made in good faith by the Operating Committee of Parent.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that Parent or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility or other incurrence of Indebtedness for working capital purposes pursuant to working capital facilities unless, in each case, such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by Parent or any of its Restricted Subsidiaries during the reference period or subsequent to such reference period

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and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated Fixed Charges and the change in EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Parent or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Parent and may include, without duplication, cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies resulting from such Investment, acquisition, disposition, merger, consolidation or discontinued operation or other transaction (including the Transaction), in each case calculated in a manner consistent with clause (1)(k) of the definition of “EBITDA” herein. For the avoidance of doubt, the actual adjustments set forth in the computation of “Transaction Adjusted EBITDA” as described in this prospectus shall be deemed to comply with the standards set forth in the immediately preceding sentence. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Parent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Parent may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person during such period; and

(3) all cash dividends or other distributions paid or accrued (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary other than a Domestic Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States as in effect on the Issue Date; provided that the financial statements and other financial information required by “—Certain Covenants—Reports and Other Information” shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

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(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under the Indenture.

“Guarantor” means Parent and each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) any interest rate protection agreements including, without limitation, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements;

(2) any foreign exchange contracts, currency swap agreements or other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates;

(3) any commodity futures contract, commodity option or other similar arrangement or agreement designed to protect such Person against fluctuations in the prices of commodities; and

(4) indemnity agreements and arrangements entered into in connection with the agreements and arrangements described in clauses (1), (2) and (3).

“Holder” means the Person in whose name a Note is registered on the registrar’s books.

“Immaterial Domestic Subsidiary” means each Restricted Subsidiary that is a Domestic Subsidiary which, as of the most recent four fiscal quarter period of Parent for which internal financial statements of Parent are available, (i) contributed less than 5.0% of EBITDA of Parent and the Restricted Subsidiaries and (ii) had assets with a net book value of less than 5.0% of Total Assets as of such date; provided, however, that, if at any time the aggregate amount of EBITDA of Parent and the Restricted Subsidiaries or Total Assets, as applicable, attributable to all Restricted Subsidiaries (other than Restricted Subsidiaries that are Excluded Subsidiaries pursuant to clauses (a), (c) or (d) of the definition of “Excluded Subsidiaries”) that are Immaterial Domestic Subsidiaries exceeds 7.5% of EBITDA of Parent and all of the Restricted Subsidiaries for any such four-quarter period or 7.5% of Total Assets as of such date, as applicable, then such Restricted Subsidiary or Restricted Subsidiaries shall no longer be deemed Immaterial Domestic Subsidiaries to the extent of such excess.

“Immaterial Foreign Subsidiary” means each Restricted Subsidiary that is a Foreign Subsidiary which, as of the most recent four fiscal quarter period of Parent for which internal financial statements of Parent are available, contributed less than 10.0% of consolidated net revenues of Parent and the Restricted Subsidiaries for such four-quarter period; provided, however, that, if at any time the aggregate amount of consolidated net revenues of Parent and the Restricted Subsidiaries attributable to all Restricted Subsidiaries (other than Restricted Subsidiaries that are Excluded Subsidiaries pursuant to clauses (a), (c) or (d) of the definition of “Excluded Subsidiaries”) that are Immaterial Foreign Subsidiaries exceeds 10.0% of consolidated net revenues of Parent and all of the Restricted Subsidiaries for any such four-quarter period, then such Restricted Subsidiary or Restricted Subsidiaries shall no longer be deemed Immaterial Foreign Subsidiaries to the extent of such excess.

“Immaterial Subsidiary” means, collectively each Immaterial Domestic Subsidiary and each Immaterial Foreign Subsidiary.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

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(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade creditor, in each case, accrued in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any Obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided that if such Indebtedness has not been so assumed the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at the date of determination and (B) the amount of the Indebtedness so secured; provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary course of business.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of Parent, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC and HSBC Securities (USA) Inc.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or equivalent) by Moody’s and BBB- (or equivalent) by S&P, or an equivalent rating by any Successor Rating Agency.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of Parent in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants—Limitation on Restricted Payments”:

(1) “Investments” shall include the portion (proportionate to Parent’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of Parent at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Parent shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) Parent’s “Investment” in such Subsidiary at the time of such redesignation; less

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(b) the portion (proportionate to Parent’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.

“Issue Date” means the date of original issuance of the Notes under the Indenture.

“Issuer” has the meaning set forth in the first paragraph under “General.”

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or place of payment.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Management Agreement” means the Transaction and Monitoring Fee Agreement, dated on or before the Issue Date, among the Issuer, Permira Advisers LLC and Spectrum Equity Investors V, L.P. or Affiliates thereof.

“Merger Agreement” means the Agreement and Plan of Merger dated as of October 21, 2012 by and among Holdings, Merger Sub and Ancestry.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined on a consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds (including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof)) received by Parent or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Secured Indebtedness required (other than required by clause (1) of the second paragraph of “Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by Parent or any of the Restricted Subsidiaries determined in good faith as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by Parent or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (fixed or contingent) associated with such transaction.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal,

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interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Notes shall not include fees or indemnification obligations in favor of the Trustee and other third parties other than the Holders.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, any Assistant Treasurer, the Controller or the Secretary of Parent.

“Officer’s Certificate” means a certificate signed on behalf of Parent by an Officer of Parent that meets the requirements set forth in the Indenture, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to Parent, any Subsidiary of Parent or the Trustee.

“Pari Passu Indebtedness” means, with respect to the Issuer or any Guarantor, Indebtedness of the Issuer or such Guarantor unless, with respect to any item of Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding or any other agreement governing the terms of such Indebtedness expressly provides that such Indebtedness shall be subordinated in right of payment to any other item of Indebtedness of the Issuer or such Guarantor. Notwithstanding the foregoing, “Pari Passu Indebtedness” shall not include:

(i) Indebtedness of Parent owed to any Restricted Subsidiary or Indebtedness of any such Restricted Subsidiary owed to Parent or any other Restricted Subsidiary of such Restricted Subsidiary; or

(ii) Indebtedness incurred in violation of the Indenture.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Replacement Assets or a combination of Replacement Assets and cash or Cash Equivalents between Parent or any Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with the “Repurchase at the Option of Holders—Asset Sales” covenant.

“Permitted Genealogical Data Acquisitions” means Investments consisting of the acquisition by Parent or any of its Restricted Subsidiaries of genealogical, historical and/or DNA data or any acquisition by Parent or any of its Restricted Subsidiaries of the Equity Interests of another Person for which the primary purpose of consummating such acquisition is to obtain genealogical, historical and/or DNA data.

“Permitted Holders” means each of the Sponsors and members of management of Parent (or its direct or indirect parent or Subsidiary) on the Issue Date who are holders of Equity Interests of Parent (or any of its direct or indirect parent companies) and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, the Sponsors and such members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Parent or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in Parent or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by Parent or any of its Restricted Subsidiaries in a Person if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

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(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Parent or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of “Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date, and any extension, modification or renewal of any Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

(6) any Investment acquired by Parent or any of its Restricted Subsidiaries in compromise of, or in respect of, obligations of, claims against or disputes with, any Person (other than Parent or any Restricted Subsidiary or Affiliate), including, but not limited to:

(a) in exchange for any other Investment or accounts receivable held by Parent or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by Parent or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(8) Investments made with the net cash proceeds of, or the payment for which consists of, Equity Interests (exclusive of Disqualified Stock) of Parent, or any of its direct or indirect parent companies; provided, however, in each case, that such cash proceeds or such Equity Interests, as the case may be, will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “Certain Covenants—Limitations on Restricted Payments”;

(9) guarantees of Indebtedness permitted under the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(10) [intentionally omitted];

(11) any Investment by Parent or any Restricted Subsidiary in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing; provided, however that any Investment in a Receivables Subsidiary is in the form of a purchase money note, contribution of additional receivables or an Equity Interest;

(12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $100.0 million and (y) 5.0% of Total Assets of Parent (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(13) loans and advances to, or guarantees of Indebtedness of, officers, directors and employees in an amount not to exceed $2.0 million at any time outstanding;

(14) loans and advances to officers, directors and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business consistent with past practice;

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(15) advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Parent or the Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business;

(16) lease, utility and other similar deposits in the ordinary course of business;

(17) Investments consisting of the licensing or contribution of intellectual property (including grants, licenses or sublicenses of software, technology, patents, trademarks, copyrights, know-how, trade secrets, content (including genealogical, history and DNA content), databases and any other intellectual property) pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;

(18) Investments in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (18) that are at that time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $125.0 million and (y) 6.0% of Total Assets of Parent at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(19) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(20) Investments received in satisfaction of judgments or in settlements of debt or compromises of obligations incurred in the ordinary course of business;

(21) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business;

(22) Investments in the ordinary course of business consisting of (a) endorsements for collection or deposit and (b) customary trade arrangements with customers consistent with past practices;

(23) Investments made in the ordinary course of business and consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business and consistent with past practice;

(24) advances, loans, rebates and extensions of credit (including the creation of receivables) to suppliers, customers and vendors, and performance guarantees, in each case in the ordinary course of business;

(25) the acquisition of assets or Capital Stock solely in exchange for the issuance of common Equity Interests of Parent;

(26) Permitted Genealogical Data Acquisitions having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (26) that are at that time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed $10.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

(27) Investments by Parent or its Restricted Subsidiaries in joint ventures not to exceed $50.0 million at any one time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of cash or marketable securities and with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or

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statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens, imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and for which adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet (i) overdue for a period of more than 30 days or (ii) subject to penalties for nonpayment, or which are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens to secure public or statutory obligations, surety, stay, appeal, indemnity, bid, performance and similar bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens (i) securing Indebtedness permitted to be incurred pursuant to clause (4) or (17) of the second paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens incurred pursuant to clause (17) extend only to the property and assets of Foreign Subsidiaries that are not Guarantors securing such Indebtedness and (ii) on property and assets of Foreign Subsidiaries that are not Guarantors securing additional Indebtedness of Foreign Subsidiaries that are not Guarantors incurred pursuant to the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(7) Liens existing on the Issue Date (other than Liens in favor of secured parties under the Senior Secured Credit Facility);

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by Parent or any of its Restricted Subsidiaries;

(9) Liens on property at the time Parent or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into Parent or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by Parent or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Parent or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(11) Liens securing Hedging Obligations;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of Parent or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by Parent and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer or any Guarantor;

(16) Liens on equipment of Parent or any of its Restricted Subsidiaries granted in the ordinary course of business to Parent’s clients;

(17) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9) and any Lien permitted by clause (c) of the second paragraph under “—Liens”; provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or in the case of Indebtedness described under clauses (6), (7), (8) and (9) only, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(18) deposits made in the ordinary course of business to secure liability to insurance carriers;

(19) other Liens securing Obligations incurred in the ordinary course of business which Obligations do not exceed at any one time outstanding the greater of (x) $50.0 million and (y) 2.5% of Total Assets of Parent;

(20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(21) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation and exportation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or any comparable or successor provision) on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry;

(23) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

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(25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Parent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Parent or any of its Restricted Subsidiaries in the ordinary course of business;

(26) Liens on accounts receivable and related assets contemplated by a Qualified Receivables Financing;

(27) Liens on property or assets securing Indebtedness used to defease or to satisfy and discharge the Notes in their entirety; provided that the incurrence of such Indebtedness and such defeasance or satisfaction and discharge were not prohibited by the Indenture;

(28) Non-recourse Liens on the Equity Interests of an Unrestricted Subsidiary to secure Obligations of such Unrestricted Subsidiary;

(29) Liens on Equity Interests deemed to exist in connection with any options, put and call arrangements, rights of first refusal and similar rights relating to Investments in Persons that are not Subsidiaries under the Indenture;

(30) grants, licenses or sublicenses of software, technology, patents, trademarks, copyrights, know-how, trade secrets, content (including genealogical, historical and DNA content), databases and any other intellectual property in the ordinary course of business;

(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(32) Liens Incurred to secure cash management services (and other “bank products”), owed to a lender under the Senior Secured Credit Facility in the ordinary course of business;

(33) Liens on receivable and related assets including proceeds thereof being sold in factoring arrangements entered into in the ordinary course of business;

(34) restrictions on dispositions of assets to be disposed of pursuant to merger agreements, stock or asset purchase agreements and similar agreements;

(35) customary options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures and partnerships; and

(36) customary Liens on deposits required in connection with the purchase of property, equipment and inventory, in each case incurred in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Qualified Receivables Financing” means any transaction or series of transactions entered into by Parent or any of its Restricted Subsidiaries pursuant to which Parent or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by Parent or any of its Restricted Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security

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interest in, any accounts receivable (whether now existing or arising in the future) of Parent or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted.

“Rating Agencies” mean Moody’s and S&P; provided that if S&P, Moody’s or any Successor Rating Agency (as defined below) shall cease to be in the business of providing rating services for debt securities generally, Parent shall be entitled to replace any such Rating Agency or Successor Rating Agency, as the case may be, which has ceased to be in the business of providing rating services for debt securities generally with a security rating agency which is in the business of providing rating services for debt securities generally and which is nationally recognized in the United States (such rating agency, a “Successor Rating Agency”).

“Receivables Subsidiary” means a Subsidiary of Parent (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with Parent or its Restricted Subsidiaries in which Parent or any Restricted Subsidiary makes an Investment and to which Parent or any Restricted Subsidiary transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of Parent and its Restricted Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Operating Committee of Parent (as provided below) as a Receivables Subsidiary and:

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Parent or any of its Restricted Subsidiaries (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Parent or any other Subsidiary of Parent in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of Parent or any other Subsidiary of Parent, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(b) with which neither Parent nor any of its Restricted Subsidiaries has any material contract, agreement, arrangement or understanding other than on terms which Parent reasonably believes to be no less favorable to Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Parent, and

(c) to which neither Parent nor any of its Restricted Subsidiaries has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Operating Committee of Parent shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Operating Committee of Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuer, the Guarantors and the Initial Purchasers.

“Replacement Assets” means (a) substantially all the assets of a business operating or engaged in a Similar Business, (b) Capital Stock in any Person operating or engaged in a Similar Business that results in the Issuer or another of the Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such Person such that it constitutes a Restricted Subsidiary or (c) any other property or assets used or useful in a Similar Business.

“Restricted Investment” means an Investment other than a Permitted Investment.

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“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Parent (including any Foreign Subsidiary and the Issuer) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by Parent or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by Parent or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of Parent or any of its Restricted Subsidiaries secured by a Lien.

“Secured Net Leverage Ratio” means, as of the date of determination, the ratio of (a) the Secured Indebtedness of Parent and its Restricted Subsidiaries as of such date of determination less the amount of cash and Cash Equivalents (excluding restricted cash) held by Parent and its Restricted Subsidiaries as of such date of determination, in each case, determined after giving pro forma effect to such incurrence of Indebtedness, and each other incurrence, assumption, guarantee, redemption, retirement and extinguishment of Indebtedness as of such date of determination to (b) EBITDA of Parent and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available. For purposes of determining the “Secured Net Leverage Ratio,” “EBITDA” shall be subject to the adjustments applicable to “EBITDA” as provided for in the definition of “Fixed Charge Coverage Ratio.”

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Secured Credit Facility” means the credit facilities under the credit agreement entered into on the Issue Date, by and among, the Issuer, as borrower, Parent, Holdings, the subsidiary guarantors party thereto, the lenders party thereto, and Barclays Bank PLC, as administrative agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” above).

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation was in effect on the Issue Date.

“Similar Business” means any business conducted by Ancestry and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, complementary, incidental or ancillary thereto.

“Sponsors” means Permira Advisers LLC, AlpInvest Partners B.V., GIC Special Investments Pte Ltd, Spectrum Equity Investors V, L.P., Esta Investments Pte Ltd. and each of their Affiliates, but not including any of their portfolio companies.

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“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by Parent or any Subsidiary of Parent, which Parent, has determined in good faith to be customary in an accounts receivable securitization transaction.

“Subordinated Indebtedness” means, with respect to the Notes or the Guarantee of a Guarantor,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes or the Guarantee of a Guarantor.

“Subsidiary” means, with respect to any Person:

(3) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(4) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantors” means all of Parent’s direct and indirect Restricted Subsidiaries that provide a Guarantee of the Notes in accordance with the Indenture.

“Total Assets” means the total assets of Parent and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of Parent and its Restricted Subsidiaries and computed in accordance with GAAP. Total Assets shall be calculated after giving effect to the transaction giving rise to the need to calculate Total Assets.

“Transaction” means the transactions contemplated by the Merger Agreement, the issuance of the Notes and the entry into and borrowings under the Senior Secured Credit Facility, consummated in connection with the foregoing on the Issue Date.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to December 15, 2016; provided, however, that if the period from the redemption date to December 15, 2016, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Unrestricted Subsidiary” means:

(1) any Subsidiary of Parent which at the time of determination is an Unrestricted Subsidiary (as designated by Parent, as provided below); and

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(2) any Subsidiary of an Unrestricted Subsidiary.

Parent may designate any Subsidiary of Parent (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by Parent;

(2) such designation complies with the covenants described under “Certain Covenants—Limitation on Restricted Payments”; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Parent or any Restricted Subsidiary.

Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and Parent could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Any such designation by Parent shall be notified by Parent to the Trustee by promptly filing with the Trustee a copy of the resolution of the Operating Committee of Parent or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person that is a Wholly-Owned Subsidiary.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material United States federal income tax consequences relating to the exchange of initial notes for exchange notes in the exchange offer. This summary is based on United States federal income tax law, including the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, administrative rulings and judicial authority, all as in effect or in existence as of the date of this prospectus. Subsequent developments in United States federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the United States federal income tax consequences of the exchange of initial notes for exchange notes in the exchange offer. We have not sought and will not seek any rulings from the Internal Revenue Service (the “IRS”) with respect to the matters summarized below, and there can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of initial notes for exchange notes in the exchange offer or that any such position would not be sustained.

This summary does not discuss all of the aspects of United States federal income taxation that may be relevant to you in light of your particular investment or other circumstances, or to holders subject to special provisions of United States federal tax law (such as dealers in securities or currencies, traders in securities, persons holding notes as part of a conversion, constructive sale, wash sale or other integrated transaction or a hedge, straddle or synthetic security, persons subject to the alternative minimum tax, United States expatriates, financial institutions, insurance companies, controlled foreign corporations and passive foreign investment companies, and shareholders of such corporations, regulated investment companies, real estate investment trusts, entities that are tax-exempt for United States federal income tax purposes and retirement plans, individual retirement accounts and tax-deferred accounts and pass-through entities, including entities and arrangements classified as partnerships for United States federal tax purposes, and beneficial owners of pass-through entities). This summary applies only to a beneficial owner of a note who holds the note as a capital asset within the meaning of the Code (generally, property held for investment). This summary does not discuss any state, local or non-U.S. income or other tax consequences.

The exchange of initial notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. Your tax basis in your exchange notes immediately after the exchange will be the same as your tax basis in your initial notes immediately before the exchange, and your holding period in your exchange notes will include your holding period for your initial notes exchanged therefor.

Before you exchange initial notes for exchange notes in the exchange offer, you should consult your own tax advisor regarding the particular United States federal, state, local and non-U.S. tax consequences of the exchange that may be applicable to you.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for unregistered notes where such unregistered notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 180 days we will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus as such broker-dealer may reasonably request.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incident to the exchange offer and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

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BOOK-ENTRY, DELIVERY AND FORM

Except as described below, we will initially issue the exchange notes in the form of one or more registered exchange notes in global form without coupons. We will deposit each global note on the date of the closing of this exchange offer with, or on behalf of, The Depository Trust Company in New York, New York, and register the exchange notes in the name of The Depository Trust Company or its nominee, or will leave these notes in the custody of the trustee.

Depository Procedures

For your convenience, we are providing you with a description of the operations and procedures of The Depository Trust Company, the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”). These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We are not responsible for these operations and procedures and urge you to contact the system or its participants directly to discuss these matters.

The Depository Trust Company has advised us that it is a limited-purpose trust company created to hold securities for its participating organizations and to facilitate the clearance and settlement of transactions in those securities between its participants through electronic book entry changes in the accounts of these participants. These direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Access to The Depository Trust Company’s system is also indirectly available to other entities that clear through or maintain a direct or indirect, custodial relationship with a direct participant. The Depository Trust Company may hold securities beneficially owned by other persons only through its participants and the ownership interests and transfers of ownership interests of these other persons will be recorded only on the records of the participants and not on the records of The Depository Trust Company.

The Depository Trust Company has also advised us that, in accordance with its procedures,

(1) upon deposit of the global notes, it will credit the accounts of the direct participants with an interest in the global notes, and

(2) it will maintain records of the ownership interests of these direct participants in the global notes and the transfer of ownership interests by and between direct participants.

The Depository Trust Company will not maintain records of the ownership interests of, or the transfer of ownership interests by and between, indirect participants or other owners of beneficial interests in the global notes. Both direct and indirect participants must maintain their own records of ownership interests of, and the transfer of ownership interests by and between, indirect participants and other owners of beneficial interests in the global notes.

Investors in the global notes may hold their interests in the notes directly through The Depository Trust Company if they are direct participants in The Depository Trust Company or indirectly through organizations that are direct participants in The Depository Trust Company. Investors in the global notes may also hold their interests in the notes through Euroclear and Clearstream if they are direct participants in those systems or indirectly through organizations that are participants in those systems. Euroclear and Clearstream will hold omnibus positions in the global notes on behalf of the Euroclear participants and the Clearstream participants, respectively, through customers’ securities accounts in Euroclear’s and Clearstream’s names on the books of their respective depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and Citibank, N.A., as operator of Clearstream. These depositories, in turn, will hold these positions in their names on the books of The Depository Trust Company. All interests in a global note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of The Depository Trust Company. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of those systems.

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The laws of some states require that some persons take physical delivery in definitive certificated form of the securities that they own. This may limit or curtail the ability to transfer beneficial interests in a global note to these persons. Because The Depository Trust Company can act only on behalf of direct participants, which in turn act on behalf of indirect participants and others, the ability of a person having a beneficial interest in a global note to pledge its interest to persons or entities that are not direct participants in The Depository Trust Company or to otherwise take actions in respect of its interest, may be affected by the lack of physical certificates evidencing the interests.

Except as described below, owners of interests in the global notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or holders of these notes under the indenture governing the notes for any purpose.

Payments with respect to the principal of and interest on any notes represented by a global note registered in the name of The Depository Trust Company or its nominee on the applicable record date will be payable by the trustee to or at the direction of The Depository Trust Company or its nominee in its capacity as the registered holder of the global note representing these notes under the indenture governing the notes. Under the terms of the indenture governing the notes, we and the trustee will treat the person in whose names the notes are registered, including notes represented by global notes, as the owners of the notes for the purpose of receiving payments and for any and all other purposes whatsoever. Payments in respect of the principal and interest on global notes registered in the name of The Depository Trust Company or its nominee will be payable by the trustee to The Depository Trust Company or its nominee as the registered holder under the indenture. Consequently, none of the Issuer, any Guarantor or the trustee has or will have any responsibility or liability for:

(1) any aspect of The Depository Trust Company’s records or any direct or indirect participant’s records relating to, or payments made on account of, beneficial ownership interests in the global notes or for maintaining, supervising or reviewing any of The Depository Trust Company’s records or any direct or indirect participant’s records relating to the beneficial ownership interests in any global note or

(2) any other matter relating to the actions and practices of The Depository Trust Company or any of its direct or indirect participants.

The Depository Trust Company has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes, including principal and interest, is to credit the accounts of the relevant participants with the payment on the payment date, in amounts proportionate to their respective holdings in the principal amount of beneficial interest in the security as shown on its records, unless it has reasons to believe that it will not receive payment on the payment date. Payments by the direct and indirect participants to the beneficial owners of interests in the global note will be governed by standing instructions and customary practice and will be the responsibility of the direct or indirect participants and will not be the responsibility of The Depository Trust Company, the trustee or us.

None of the Issuer, any Guarantor or the trustee will be liable for any delay by The Depository Trust Company or any direct or indirect participant in identifying the beneficial owners of the notes and the Issuer, the Guarantors and the trustee may conclusively rely on, and will be protected in relying on, instructions from The Depository Trust Company or its nominee for all purposes, including with respect to the registration and delivery, and the respective principal amounts, of the notes.

Transfers between participants in The Depository Trust Company will be effected in accordance with The Depository Trust Company’s procedures, and will be settled in same day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures. Cross-market transfers between the participants in The Depository

Trust Company, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through The Depository Trust Company in accordance with The Depository Trust Company’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market

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transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in The Depository Trust Company, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to The Depository Trust Company. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

The Depository Trust Company has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account The Depository Trust Company has credited the interests in the global notes and only in respect of the portion of the aggregate principal amount of the notes as to which the participant or participants has or have given that direction. However, if there is an event of default with respect to the notes (as defined in the indenture governing the notes), The Depository Trust Company reserves the right to exchange the global notes for legended notes in certificated form and to distribute them to its participants.

Although The Depository Trust Company, Euroclear and Clearstream have agreed to these procedures to facilitate transfers of interests in the global notes among participants in The Depository Trust Company, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform these procedures and may discontinue them at any time. None of the Company, the Guarantors, the trustee or any of our or the trustee’s respective agents will have any responsibility for the performance by The Depository Trust Company, Euroclear or Clearstream or their direct or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Book-Entry Notes for Certificated Notes

A global note will be exchangeable for definitive notes in registered certificated form if:

(1) The Depository Trust Company (a) notifies us that it is unwilling or unable to continue as depository for the global notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint a successor depositary; or

(2) a default or an event of default under the indenture governing the notes has occurred and is continuing.

In all cases, certificated notes delivered in exchange for any global note or beneficial interests in a global note will be registered in the name, and issued in any approved denominations, requested by or on behalf of The Depository Trust Company, in accordance with its customary procedures.

Exchange of Certificated Notes for Book-Entry Notes

Initial notes issued in certificated form may be exchanged for beneficial interests in the global note.

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LEGAL MATTERS

The validity of the exchange notes offered hereby and the guarantees thereof will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York. Certain matters with respect to Utah law will be passed upon for us by Snell & Wilmer L.L.P. Certain matters with respect to Luxembourg law will be passed upon for us by Clifford Chance. Certain matters with respect to Irish law will be passed upon for us by Matheson.

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EXPERTS

The consolidated financial statements of Ancestry.com LLC as of December 31, 2012 (Successor) and 2011 (Predecessor), and for the periods from December 29, 2012 to December 31, 2012 (Successor) and January 1, 2012 to December 28, 2012 (Predecessor) and for the years ended December 31, 2011 and 2010 (Predecessor), 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 thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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INDEPENDENT AUDITORS

The statements of assets acquired and liabilities assumed as of December 31, 2011, and the related statement of revenue and direct expenses of the Family History Business of Inflection LLC for the year then ended, included in this prospectus, have been audited by Mohler, Nixon & Williams Accountancy Corporation, independent auditors, as stated in their report appearing herein.

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WHERE YOU CAN FIND MORE INFORMATION

We and the guarantors have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. As allowed by SEC rules, this prospectus, which is a part of the registration statement, omits certain information included in that registration statement and the exhibits thereto. For further information with respect to us and the exchange notes, we refer you to the registration statement, including all amendments, supplements, schedules and exhibits thereto.

We are not currently subject to the informational requirements of the Securities Exchange Act of 1934, as amended. However, under the indenture for the notes, we have agreed to furnish to holders of the notes (1) all quarterly and annual reports that would be required to be filed the SEC on Forms 10-Q and 10-K if we were required to file such reports and (2) all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports.

After consummation of the exchange offer, the indenture for the notes provides that, if we are no longer subject to the periodic reporting requirements of the Exchange Act for any reason, we will nonetheless continue to file the reports specified in the immediately preceding paragraph unless the SEC will not accept such a filing.

In addition, we have agreed that, for so long as any notes remain outstanding, if at any time we are not required to file with the SEC the reports required by the preceding paragraphs, we will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. See “Description of Exchange Notes—Certain Covenants—Reports and Other Information.”

You may read and copy any document we file or furnish with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can review the registration statement, as well as our future SEC filings, by accessing the SEC’s Internet site at http://www.sec.gov. You may also request copies of those documents, at no cost to you, by contacting us at the following address:

360 West 4800 North

Provo, UT 84604

(801) 705-7000

To ensure timely delivery, please make your request as soon as practicable and, in any event, no later than                     , 2013, which is five business days prior to the expiration of the exchange offer.

185

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Unaudited Condensed Consolidated Financial Statements of Ancestry.com LLC:
Condensed Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012		F-2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March  31, 2013 and 2012 (unaudited)		F-3
Condensed Consolidated Statements of Cash Flows for the three months ended March  31, 2013 and 2012 (unaudited)		F-4
Notes to Condensed Consolidated Financial Statements (unaudited)		F-5
Audited Consolidated Financial Statements of Ancestry.com LLC:
Report of Independent Registered Public Accounting Firm		F-18
Consolidated Balance Sheets as of December 31, 2012 (Successor) and 2011 (Predecessor)		F-19
Consolidated Statements of Operations for the periods from December 29, 2012 to December  31, 2012 (Successor) and January 1, 2012 to December 28, 2012 (Predecessor) and for the years ended December 31, 2011 and 2010 (Predecessor)		F-20
Consolidated Statements of Comprehensive Income (Loss) for the periods from December  29, 2012 to December 31, 2012 (Successor) and January 1, 2012 to December 28, 2012 (Predecessor) and for the years ended December 31, 2011 and 2010 (Predecessor)		F-21
Consolidated Statements of Member’s Interests/Stockholders’ Equity for the periods from December 29, 2012 (Successor) to December 31, 2012 and January 1, 2012 to December 28, 2012 (Predecessor) and for the years ended December 31, 2011 and 2010 (Predecessor)		F-22
Consolidated Statements of Cash Flows for the periods from December 29, 2012 to December  31, 2012 (Successor) and January 1, 2012 to December 28, 2012 (Predecessor) and for the years ended December 31, 2011 and 2010 (Predecessor)		F-23
Notes to Consolidated Financial Statements		F-24
Audited Financial Statements of the Family History Business of Inflection LLC:
Report of Mohler, Nixon & Williams Accountancy Corporation, Independent Auditors		F-59
Statements of Assets Acquired and Liabilities Assumed as of June  30, 2012 (unaudited) and December 31, 2011		F-60
Statements of Revenue and Direct Expenses for the six months ended June  30, 2012 and 2011 (unaudited) and for the year ended December 31, 2011		F-61
Notes to Financial Statements		F-62

F-1

ANCESTRY.COM LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	March 31, 2013 (unaudited)			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	71,978		$	35,651
Restricted cash		68,655			83,863
Accounts receivable, net of allowances of $559 and $661 at March 31, 2013 and December 31, 2012, respectively		10,894			11,089
Income tax receivable		25,667			41,799
Deferred income taxes		4,375			—
Prepaid expenses and other current assets		9,261			9,816
Total current assets		190,830			182,218
Property and equipment, net		27,563			27,813
Content databases, net		269,230			270,984
Intangible assets, net		554,276			600,628
Goodwill		944,267			945,619
Other assets		41,069			50,192
Total assets	$	2,027,235		$	2,077,454
LIABILITIES AND MEMBER’S INTERESTS
Current liabilities:
Accounts payable	$	15,172		$	11,432
Accrued expenses		40,361			62,120
Acquisition-related liabilities		68,655			83,863
Deferred revenues		140,171			116,953
Current deferred income taxes		—			2,021
Current portion of long-term debt		6,432			6,432
Total current liabilities		270,791			282,821
Long-term debt, net		936,009			936,797
Deferred income taxes		222,611			235,167
Other long-term liabilities		6,783			13,323
Total liabilities		1,436,194			1,468,108
Commitments and contingencies
Member’s interests
Member’s interests		685,143			682,021
Accumulated deficit		(94,102	)		(72,675	)
Total member’s interests		591,041			609,346
Total liabilities and member’s interests	$	2,027,235		$	2,077,454

See accompanying notes to condensed consolidated financial statements

F-2

ANCESTRY.COM LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Successor			Predecessor
	Three Months Ended March 31,
	2013			2012
	(unaudited)
Revenues:
Subscription revenues	$	113,774		$	102,596
Product and other revenues		9,748			5,940
Total revenues		123,522			108,536
Costs of revenues:
Cost of subscription revenues		21,743			16,294
Cost of product and other revenues		5,731			2,785
Total cost of revenues		27,474			19,079
Gross profit		96,048			89,457
Operating expenses:
Technology and development		20,517			16,627
Marketing and advertising		36,958			39,549
General and administrative		11,819			10,642
Amortization of acquired intangible assets		46,386			2,561
Total operating expenses		115,680			69,379
Income (loss) from operations		(19,632	)		20,078
Interest expense, net		(22,008	)		(167	)
Other income (expense), net		(551	)		206
Income (loss) before income taxes		(42,191	)		20,117
Income tax benefit (expense)		20,764			(6,570	)
Net income (loss)	$	(21,427	)	$	13,547
Comprehensive income (loss)	$	(21,427	)	$	13,813

See accompanying notes to condensed consolidated financial statements

F-3

ANCESTRY.COM LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Successor			Predecessor
	Three Months Ended March 31,
	2013			2012
	(unaudited)
Operating activities:
Net income (loss)	$	(21,427	)	$	13,547
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		3,773			3,547
Amortization of content databases		6,507			2,550
Amortization of acquired intangible assets		46,386			2,561
Amortization of deferred financing costs and original issue discount		1,986			69
Deferred income taxes		(17,600	)		1,090
Stock-based compensation expense		446			2,947
Non-cash adjustment to deferred revenues		11,500			—
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable		195			(5,246	)
Other assets		795			(451	)
Income taxes, net		18,650			(1,136	)
Accounts payable and other liabilities		(19,327	)		2,556
Excess tax benefit from stock-based compensation		—			(980	)
Deferred revenues		11,718			19,675
Net cash provided by operating activities		43,602			40,729
Investing activities:
Capitalization of content databases		(4,753	)		(5,140	)
Purchases of property and equipment		(3,523	)		(5,093	)
Acquisition of businesses		—			(11,731	)
Net cash used in investing activities		(8,276	)		(21,964	)
Financing activities:
Proceeds from exercise of stock options		457			2,452
Taxes paid related to net share settlement of stock-based awards		(280	)		(326	)
Principal payments on debt		(1,675	)		(10,000	)
Excess tax benefit from stock-based compensation		—			980
Member’s capital contributions		2,499			—
Repurchases of common stock		—			(12,832	)
Net cash provided by (used in) financing activities		1,001			(19,726	)
Effect of changes in foreign currency exchange rates on cash and cash equivalents		—			11
Net increase (decrease) in cash and cash equivalents		36,327			(950	)
Cash and cash equivalents at beginning of period		35,651			48,998
Cash and cash equivalents at end of period	$	71,978		$	48,048
Supplemental disclosures of cash flow information:
Cash paid for interest	$	11,781		$	117
Cash paid (received) for income taxes		(21,768	)		6,620
Supplemental disclosures of noncash investing and financing activities:
Capitalization of stock-based compensation		—			27

See accompanying notes to condensed consolidated financial statements

F-4

ANCESTRY.COM LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Ancestry.com Inc. (the “Predecessor” or “Issuer”) is an online family history resource that derives revenue on a subscription basis primarily from providing customers access to a proprietary technology platform and an extensive collection of billions of historical records that have been digitized, indexed and put online. On October 21, 2012, the Predecessor entered into a definitive merger agreement (the “Merger Agreement”) with Global Generations Merger Sub Inc. (the “Merger Sub”) and its parent company, Ancestry US Holdings Inc. (f/k/a Global Generations International Inc.) (“Holdings”) to acquire the Predecessor for $32.00 per share of common stock (the “Merger”). Holdings is a wholly-owned subsidiary of Ancestry.com LLC, which is controlled by Permira funds and co-investors (the “Sponsors”). On December 28, 2012, pursuant to the Merger Agreement, Ancestry.com LLC through its wholly-owned subsidiaries completed its acquisition of the Predecessor for approximately $1.5 billion. The Merger and all activity related to the Merger is referred to collectively as the “Transaction”. See Note 2 for further discussion.

Other than the change of control, Ancestry.com Inc.’s primary business activities remain unchanged after the Transaction. Ancestry.com LLC is a holding company and all operations are conducted by its wholly-owned subsidiaries.

Basis of Presentation

The consolidated financial statements include the accounts of Ancestry.com LLC and its consolidated subsidiaries (the “Successor”, “Ancestry.com” or the “Company”), and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Due to the Transaction, the interim condensed consolidated financial statements are presented for Successor and Predecessor periods which relate to periods succeeding and preceding the Transaction, respectively. As a result of the Transaction, the condensed consolidated financial statements prior to and subsequent to the Transaction are not necessarily comparable. All significant intercompany accounts and transactions have been eliminated in consolidation.

Certain prior period amounts have been reclassified to conform to the current year presentation of the financial statements. These reclassifications did not have a significant impact on the consolidated financial statements.

Unaudited Interim Financial Statements

The accompanying condensed consolidated balance sheet at March 31, 2013 and the condensed consolidated statements of comprehensive income (loss) and cash flows for the three months ended March 31, 2013 and 2012 are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments (all of which are considered of normal recurring nature) considered necessary to present fairly the Company’s financial position, results of operations and cash flows for the three months ended March 31, 2013 and 2012. The majority of the Company’s revenues are subscription revenues, which are recognized ratably over the subscription periods; the costs to acquire subscribers are generally incurred before the Company recognizes the associated subscription revenues. Results of operations may vary between periods due to the timing of when revenues and expenses are recognized. As such, the results of operations for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2012 included elsewhere in this prospectus.

F-5

Use of Estimates

The preparation of interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ materially from these estimates.

The Company evaluates its estimates to determine their appropriateness, including the fair value of acquired intangible assets and goodwill in a business combination, testing goodwill for impairment, recoverability of long-lived assets, income taxes, the estimated useful lives of the Company’s intangible assets, including content databases, the fair value of financial instruments, the fair value of stock-based awards and allowances for sales returns and uncollectible accounts receivable among others. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable, the results of which form the basis for the amounts recorded within the consolidated financial statements.

There have been no changes to the Company’s significant accounting policies as described in the consolidated financial statements and related notes for the year ended December 31, 2012 included elsewhere in this prospectus for the three months ended March 31, 2013.

2. TRANSACTION

As discussed in Note 1 above, on December 28, 2012, pursuant to the Merger Agreement, Ancestry.com LLC through its wholly-owned subsidiaries completed the acquisition of the Predecessor for approximately $1.5 billion.

The Transaction was accounted for under FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. The purchase price allocation is subject to change based on the finalization of the fair value of the assets and liabilities acquired. ASC 805 requires that as the fair value of assets and liabilities are finalized, resulting increases or decreases to the preliminary values are offset by a change in goodwill. Modifications to the purchase price allocation reflected in the “Adjustments” column below were to adjust the deferred tax liability. The purchase price was allocated as follows (in thousands):

	December 31, 2012			Adjustments			March 31, 2013
Assets acquired:
Cash	$	40,051		$	—		$	40,051
Property and equipment		27,813			—			27,813
Other tangible assets		42,008			—			42,008
Acquired intangible assets including content databases:
Content databases		271,200			—			271,200
Subscriber and partner relationships		220,400			—			220,400
Core technology		247,300			—			247,300
Trade names		118,000			—			118,000
Other intangible assets		16,400			—			16,400
Goodwill		945,619			(1,352	)		944,267
Total assets		1,928,791			(1,352	)		1,927,439
Liabilities assumed:
Accrued expenses and other liabilities		(75,066	)		—			(75,066	)
Deferred revenues		(114,700	)		—			(114,700	)
Deferred tax liability		(236,617	)		1,352			(235,265	)
Total net assets acquired	$	1,502,408		$	—		$	1,502,408

F-6

In conjunction with the Transaction, shares of the Predecessor’s common stock for which appraisal rights were duly exercised under Delaware law were cancelled and converted into the right to receive the fair value of such share in accordance with Delaware law. Following the Merger, the holders of such dissenting shares ceased to have any rights with respect to such shares, except for their rights to seek an appraisal under Delaware law. Ancestry.com LLC remained liable for payment for the dissenting shares. As of March 31, 2013 and December 31, 2012, the Company had restricted cash of $45.3 million and $68.0 million, respectively, for this purpose. The related liability is recorded in Acquisition-related liabilities on the condensed consolidated balance sheets as of March 31, 2013 and December 31, 2012. If the fair value of these shares is determined to be greater than the $32.00 per share merger price, the Company would incur additional expense. The fair value of the liability was considered a Level 2 measurement as the value was determined based on observable prices that are based on inputs not quoted on active markets. See Note 9 for further information regarding the litigation.

3. CASH AND CASH EQUIVALENTS

Cash and cash equivalents consisted of the following (in thousands):

	March 31, 2013		December 31, 2012
Cash	$	30,768	$	30,649
Cash equivalents:
Money market funds		41,210		5,002
Total cash and cash equivalents	$	71,978	$	35,651

4. FAIR VALUE MEASUREMENTS

Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, accounting guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels. These levels, in order of highest priority to lowest priority, are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available.

Cash equivalents are classified within Level 1 due to readily available market prices in an active market. There were no movements between fair value measurement levels of the Company’s cash equivalents during the three months ended March 31, 2013. The following table summarizes the financial instruments of the company at fair value based on the valuation approach applied at March 31, 2013 (in thousands):

			Fair Value Measurement at Reporting Date Using
	Balance at March 31, 2013		Quoted Prices in Active  Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds	$	41,210	$	41,210	$	—	$	—
Total assets	$	41,210	$	41,210	$	—	$	—

F-7

The following table summarizes the financial instruments of the company at fair value based on the valuation approach applied at December 31, 2012 (in thousands):

			Fair Value Measurement at Reporting Date Using
	Balance at December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds	$	5,002	$	5,002	$	—	$	—
Total assets	$	5,002	$	5,002	$	—	$	—

The carrying amounts as of March 31, 2013 and December 31, 2012 for accounts receivable and accounts payable approximated their fair values due to the immediate or short-term maturities of these financial instruments. As of March 31, 2013, the fair value of debt was $995.5 million. As of December 31, 2012, the carrying value of debt approximated its fair value based on interest rates available to the Company for debt with similar terms. The fair value of debt was considered a Level 2 measurement as the value was determined using observable market inputs, such as current interest rates as well as prices observable from inactive markets.

5. DEBT

Credit Facility

In December 2012, in connection with the Transaction, the Issuer entered into a $720 million Credit Facility, consisting of a $670 million Term Loan maturing in December 2018 and a $50 million Revolving Facility expiring in December 2017, of which $50 million was available to borrow at March 31, 2013 and December 31, 2012. The Credit Facility allows the Issuer to borrow up to $150 million plus additional amounts provided the pro forma total net secured leverage ratio does not exceed 3.5 to 1.0. Amounts borrowed under the Term Loan are required to be paid in equal quarterly installments totaling 1% of the original principal amount of the term loan annually, with the balance payable upon maturity. Additionally, subject to certain conditions, mandatory prepayments are required to be made annually with up to 75% of excess cash flow, based on the net secured leverage ratio and net cash proceeds of certain other transactions. As of March 31, 2013 and December 31, 2012, the Company was in compliance with all covenants.

As of March 31, 2013 and December 31, 2012, the interest rate on the Term Loan was equal to a LIBOR floor of 1.25% plus an applicable margin of 5.75%. Ancestry is also required to pay a commitment fee of 0.50% per annum on the unutilized commitments under the Revolving Facility. The effective interest rate of the Term Loan is approximately 8.6%.

As of March 31, 2013 and December 31, 2012, no funds had been drawn against the Revolving Facility. Borrowings under the Revolving Facility may be used to finance the on-going working capital needs and for general corporate purposes, including permitted business acquisitions and capital expenditures.

The Credit Facility also required the Issuer to enter into an interest rate protection agreement within 90 days of closing for a period of not less than three years such that not less than 50% of the outstanding debt of the Issuer and its restricted subsidiaries at the closing date is (i) subject to an interest rate protection agreement or (ii) fixed rate borrowings. During the three months ended March 31, 2013, Ancestry.com LLC entered into interest rate cap agreements with a $190 million total notional amount which caps the three-month LIBOR rate at 1.50% for three years. These agreements, in conjunction with the fixed interest rate borrowings discussed below, met the stipulations prescribed by the Credit Facility agreement. Changes in the fair value of the interest rate cap

F-8

are recorded in the condensed consolidated statements of comprehensive income (loss) during the period of the change. The fair value and the change in fair value of the interest rate cap as of and for the three months ended March 31, 2013 were immaterial.

Senior Notes

In December 2012, in connection with the Transaction, the Issuer issued $300 million of fixed rate 11.0% Notes due in December 2020. Interest is payable semi-annually in arrears on June 15 and December 15, commencing on June 15, 2013. The effective interest rate of the Notes is approximately 12.0%.

Outstanding long-term debt consists of the following (in thousands):

	March 31, 2013									December 31, 2012
	Outstanding Principal			Unamortized Discount			Net Carrying Amount			Outstanding Principal			Unamortized Discount			Net Carrying Amount
Term Loan	$	668,325		$	(25,884	)	$	642,441		$	670,000		$	(26,771	)	$	643,229
Notes		300,000			—			300,000			300,000			—			300,000
Total debt		968,325			(25,884	)		942,441			970,000			(26,771	)		943,229
Less: Current portion		(6,700	)		268			(6,432	)		(6,700	)		268			(6,432	)
Long-term debt	$	961,625		$	(25,616	)	$	936,009		$	963,300		$	(26,503	)	$	936,797

6. MEMBER’S INTERESTS

Ancestry.com LLC is a wholly-owned subsidiary of a holding company (the “Member”), which is controlled by the Sponsors. The Member is not individually responsible for any liabilities of the Company solely for reason of being a member or participating in management of the Company.

7. STOCK-BASED AWARDS

In connection with the Transaction, the Company adopted the Predecessor’s 2009 Stock Incentive Plan, the Generations Holding, Inc. Stock Purchase and Option Plan and the 2004 Stock Option Plan. The Company does not anticipate issuing additional awards under these plans. All awards granted and outstanding pursuant to these plans have a term not greater than ten years from the original date of grant.

During the three months ended March 31, 2013 the Company’s parent adopted the 2013 Equity Incentive Plan, which provides for employees, directors and consultants of the Company to be granted options and restricted stock units, which represent the option to purchase or rights to own “Investor Interests” in the Company’s parent, respectively. Grants of awards under this plan were made subsequent to March 31, 2013.

Stock Options

Stock options granted are in an indirect parent entity or a subsidiary of the Company.

F-9

Each option in the indirect parent entity entitles the grantee to an investor interest in that entity upon exercise. The activity for stock options in an indirect parent entity of the Company for the period from December 31, 2012 to March 31, 2013 was as follows:

	Number of Units (In thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In years)		Aggregate Intrinsic Value Price (In thousands)
Outstanding at December 31, 2012		315	$	22.75
Granted		—		—
Exercised		—		—
Canceled		—		—
Outstanding at March 31, 2013		315		22.75		2.98	$	41,674
Exercisable at March 31, 2013		315		22.75		2.98		41,674
Vested and expected to vest at March 31, 2013		315		22.75		2.98	$	41,674

Each option in the Company’s subsidiary entitled the grantee to one common share in the subsidiary entity. Per the terms of the Transaction agreement, outstanding options in the subsidiary of the Company were required to be exercised within 30 days of the closing date of the Transaction. Immediately following the first anniversary of the option exercise date the shares must then be contributed to the indirect parent entity in exchange for an equivalent number of investor interests. The activity for stock options in the subsidiary of the Company for the three months ended March 31, 2013 was as follows:

	Number of Units (In thousands)			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In years)		Aggregate Intrinsic Value Price (In thousands)
Outstanding at December 31, 2012		1		$	464.80
Granted		—			—
Exercised		(1	)		464.80
Canceled		—			—
Outstanding at March 31, 2013		—			—		—		—
Exercisable at March 31, 2013		—			—		—		—
Vested and expected to vest at March 31, 2013		—			—		—		—

Restricted Stock Units

Each RSU entitles the grantee to an investor interest in an indirect parent entity of the Company, or, at the discretion of the indirect parent entity, cash equal to the fair market value of the award at the settlement date. The rollover awards are subject to the same vesting terms and conditions as the original award granted by the Predecessor. These awards will vest over the next three to four years.

F-10

RSU activity for the three months ended March 31, 2013 was as follows:

	Number of Units (in  thousands)			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2012		71		$	154.99
Granted		—			—
Vested		(6	)		154.99
Forfeited		—			—
Outstanding at March 31, 2013		65			154.99

Summary of Stock-Based Compensation Expense

Stock-based compensation expense for the three months ended March 31, 2013 was $0.4 million. Unrecognized stock-based compensation, net of estimated forfeitures, for RSUs at March 31, 2013 was $9.0 million, which will be recognized over a weighted average period of 3.2 years. As of March 31, 2013, there was no unrecognized stock-based compensation for options; all outstanding options were fully vested. Stock-based compensation was included in the following captions within the condensed consolidated statements of comprehensive income (in thousands):

	Successor		Predecessor
	Three Months Ended March 31,
	2013		2012
	(In thousands)
Cost of subscription revenues	$	—	$	152
Technology and development		214		1,354
Marketing and advertising		—		450
General and administrative		232		991
Total stock-based compensation	$	446	$	2,947

8. INCOME TAXES

The Company recorded an income tax benefit of $20.8 million for the three months ended March 31, 2013, resulting in an effective income tax rate of 49.2%, compared with an income tax expense of $6.6 million for the three months ended March 31, 2012, resulting in an effective income tax rate of 32.7%. The 16.5% increase in the effective income tax rate for the three months ended March 31, 2013 compared to the three months ended March 31, 2012, resulted primarily from the recognition of 2012 federal research and development tax credits during the first quarter of 2013. This credit, which increased the effective tax rate, was recorded during the first quarter of 2013 as a result of the American Taxpayer Relief Act of 2012, enacted on January 2, 2013. Additionally, the foreign tax rate benefit, which reduced the effective income tax rate during the three months ended March 31, 2012, increased the effective income tax rate during the three months ended March 31, 2013 due to the Company’s loss before income taxes.

The Company is subject to income taxes in U.S. and foreign jurisdictions and to examination by tax authorities. Significant judgment is required in evaluating the Company’s uncertain tax positions and determining its provision for income taxes. The Company’s total gross unrecognized tax benefits at March 31, 2013 and December 31, 2012 were $6.4 million and $4.5 million, respectively. The $1.9 million increase in the gross unrecognized tax benefits at March 31, 2013 compared to December 31, 2012 resulted primarily from positions taken on the Company’s income tax returns related to various tax credits. The gross uncertain tax positions, if recognized, would result in a reduction of tax expense.

F-11

9. COMMITMENTS AND CONTINGENCIES

Litigation Challenging the Transaction (In re: Ancestry.com Inc. Shareholder Litigation)

Following the announcement on October 22, 2012 of the execution of the Merger Agreement, the following complaints were filed in the Delaware Court of Chancery of the State of Delaware challenging the proposed acquisition of the Company: Heck v. Sullivan, et al. (C.A. No. 7893), Smilow v. Ancestry.com Inc., et al. (C.A. No. 7987) Boca Raton Police & Firefighters’ Retirement System v. Billings, et al. (C.A. No. 7989), Pontiac General Employees Retirement System v. Billings (C.A. No. 7988), Dale G. & Donella M. Jacobs Trust v. Ancestry.com Inc., et al. (C.A. No. 8004), Palumbo et ano. Vv. Spectrum Equity Investors LP, et al. (C.A. No. 8016), Windemuth v. Ancestry.com Inc., et al. (C.A. No. 8013), Althaver v. Ancestry.com Inc., et al. (C.A. No. 8023), and Steamfitters Local 449 Pension Fund v. Ancestry.com Inc., et al. (C.A. No. 8034). Each of the actions is a putative class action filed on behalf of the public stockholders of the Predecessor and names as defendants the Company, its directors, Holdings and Merger Sub. All but the Heck action also name Permira as a defendant. The Boca Raton Police & Firefighters’ Retirement System, Pontiac General Employees Retirement System, Dale G. & Donella M. Jacobs Trust, Palumbo, Windemuth, Althaver and Steamfitters Local 449 Pension Fund complaints also name Howard Hochhauser and Spectrum as defendants. All of these actions have been consolidated as In re: Ancestry.com Inc. Shareholder Litigation (Consolidated C.A. No. 7988). The complaints generally allege that the individual defendants breached their fiduciary duties in connection with their consideration and approval of the Merger and that the entity defendants aided and abetted those breaches. The complaints seek, among other relief, declaratory and injunctive relief enjoining the Acquisition. On December 17, 2012, the Delaware Court of Chancery heard argument in In re: Ancestry.com Inc. Shareholder Litigation on plaintiffs’ motion to preliminarily enjoin the proposed merger between the Predecessor and Merger Sub and the upcoming special meeting of the Predecessor’s stockholders that was to be held to vote on the Merger. At the conclusion of the hearing, the Court required that the Predecessor disclose certain information before the special meeting of the Predecessor’s stockholders could proceed and otherwise denied the substantive aspects of the motion for a preliminary injunction. The information required to be disclosed by the Court was disclosed on December 19, 2012 and the Merger was consummated on December 28, 2012. The litigation has continued following the consummation of the transaction.

On March 8, 2013, the plaintiffs filed an amended complaint. The amended complaint, like the original operative complaint, names Ancestry, the members of Ancestry’s then-board of directors, Ancestry’s Chief Executive Officer and Chief Financial Officer, Permira, Holdings, Global Generations Merger Sub Inc. and entities associated with Spectrum as defendants. The amended complaint generally alleges that Ancestry’s then-board of directors, its Chief Executive Officer and Chief Financial Officer and the entities associated with Spectrum breached their fiduciary duties in connection with their consideration and approval of the merger transaction and that Ancestry filed a materially false and misleading proxy in connection with the Merger. In addition, the amended complaint alleges that Permira and its affiliated entities aided and abetted the above-described alleged breaches of fiduciary duty. The amended complaint seeks compensatory damages and an award of the costs and disbursements incurred in the litigation. On April 26, 2013, all of the defendants named in the amended complaint filed motions seeking to have the amended complaint dismissed.

Appraisal Litigation (Merion Capital, L.P. v. Ancestry.com, Inc. and Merlin Partners LP, and The Ancora Merger Arbitrage Fund, LP v. Ancestry.com Inc.)

Following the consummation of the Transaction, three former shareholders, who, combined, owned approximately 1.415 million shares of our Predecessor’s common stock have instituted two separate appraisal proceedings in the Court of Chancery of the State of Delaware pursuant to Del. C. § 262: Merion Capital, L.P. v. Ancestry.com, Inc. (C.A. No. 8173) and Merlin Partners LP et al. v. Ancestry.com Inc. (C.A. No. 8175). The two appraisal petitions allege that the $32 per share price paid to our Predecessor’s shareholders in the Transaction did not represent the fair value of the Company on the date the Transaction was consummated.

In view of the inherent difficulty of predicting the outcome of such litigation, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a

F-12

large number of parties, we generally cannot predict or reasonably estimate what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what any loss or range of loss related to each pending matter may be. With respect to our outstanding legal matters, we believe that we have substantial defenses to the claims asserted by the claimants in the litigations to which we are a party. Based on our current knowledge, we do not believe that a loss, if any, arising from the pending matters should have a material adverse effect on our consolidated financial position.

The Company is party to various legal proceedings and other claims that arise in the ordinary course of business or otherwise in the future. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. While the Company cannot assure the ultimate outcome of any legal proceeding or contingency in which it is or may become involved, the Company does not believe that any pending legal claim or proceeding arising in the ordinary course will be resolved in a manner that would have a material adverse effect on its business. Although the Company considers the likelihood of such an outcome to be remote, if one or more these legal matters resulted in an adverse money judgment against the Company, such a judgment could have a material adverse effect on its operating results and financial conditions.

10. SUBSEQUENT EVENTS

In April 2013, the Company entered into a tier-pricing contract with a third-party provider to perform certain services and to provide goods related to its Ancestry DNA service offering. Under the terms of the contract the Company is required to purchase $24.0 million of DNA-related services or goods before April 30, 2016 with a minimum purchase requirement of $1.8 million per quarter. The Company may be required to pay additional amounts at the end of each year if certain minimum volumes requirements are not met.

On May 15, 2013, the Company completed a repricing of the Credit Facility and entered into Amendment No. 1 to the Credit Facility agreement (the “Amended Credit Facility”). The Company repriced the Term Loan, which had approximately $668.3 million principal outstanding immediately prior to the repricing, by amending certain of the prior Term Loans such that the holders thereof will hold $488 million of term B loans (which will have the same maturity as the prior Term Loan) (the “Term Loan B) and a new $150 million tranche of term A loans maturing in May 2018 (the “Term Loan A”). The Company used $30 million of cash-on-hand to decrease the aggregate principal amount of the Term Loan. The Company continues to have a $50 million Revolving Facility. In addition to customary fees and expenses, the Company paid a fee equal to 1% of the principal amount of the term loan that was repriced in connection with the Amended Credit Facility, or approximately $6.4 million. The Company has not yet determined the accounting impact of the repricing of the Credit Facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility” for a detailed description of the terms of the Amended Credit Facility.

11. GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

In December 2012, in connection with the Transaction, the Issuer issued $300.0 million of fixed rate 11.0% Notes due in December 2020. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Ancestry.com LLC (the “Parent”) and by certain of our direct and indirect restricted subsidiaries (“Guarantor Subsidiaries”) in accordance with the indenture. All other subsidiaries that do not guarantee the notes are “Non-Guarantors”. Each subsidiary is 100% owned directly or indirectly by the Parent and there are no significant restrictions on the ability of the Parent or any of the Guarantor Subsidiaries to obtain funds from its subsidiaries by dividend or loan. We conduct substantially all of our business through our subsidiaries. In servicing payments to be made on the Notes and other indebtedness, we will rely on cash flows from these subsidiaries. See Note 5 for further information regarding the Notes.

The Guarantor Subsidiaries are exempt from reporting under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12h-5 under the Exchange Act. As such, we are presenting the

F-13

following condensed consolidating balance sheets, statements of comprehensive income (loss) and statements of cash flows as set forth below of the Parent, Issuer, Guarantor Subsidiaries and the Non-Guarantor subsidiaries.

Basis of Presentation

The same accounting policies as described in the consolidated financial statements are used by each entity in the condensed consolidating financial statements, except for the use of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Consolidating entries and eliminations in the following condensed consolidating financial statements represent adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the Guarantor Subsidiaries and the Non-Guarantors, (b) eliminate the investments in subsidiaries and (c) record consolidating entries.

All direct and indirect domestic subsidiaries are included in Ancestry.com Inc.’s consolidated U.S. tax return. In the condensed consolidating financial statements, tax expense has been allocated based on each such domestic subsidiary’s relative pretax income to the consolidated pretax income.

Certain transfers of cash between subsidiaries and their parent companies and intercompany dividends are reflected as cash flows from financing activities in the accompanying condensed consolidating statements of cash flows. All other intercompany activity is reflected in cash flows from operations.

Management believes that the allocations and adjustments noted above are reasonable. However, such allocations and adjustments may not be indicative of the actual amounts that would have been incurred had the Parent, Guarantor Subsidiaries and Non-Guarantors operated independently.

F-14

ANCESTRY.COM LLC

CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)

March 31, 2013

	Parent		Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Elimination			Total
ASSETS
Total current assets	$	—	$	45,942		$	135,227		$	9,661	$	—		$	190,830
Property and equipment, net		—		—			27,061			502		—			27,563
Content databases, net		—		—			268,234			996		—			269,230
Intangible assets, net		—		—			554,276			—		—			554,276
Goodwill		—		—			943,466			801		—			944,267
Investment in subsidiary		591,041		1,493,382			669,595			86,750		(2,840,768	)		—
Other assets		—		36,669			4,198			202		—			41,069
Total assets	$	591,041	$	1,575,993		$	2,602,057		$	98,912	$	(2,840,768	)	$	2,027,235
LIABILITIES AND MEMBER’S INTERESTS
Total current liabilities	$	—	$	51,757		$	213,338		$	5,696	$	—		$	270,791
Intercompany balances		—		(6,301	)		3,550			2,751		—			—
Intercompany loans		—		—			(27,400	)		27,400		—			—
Long-term debt, net		—		936,009			—			—		—			936,009
Deferred income taxes		—		—			222,611			—		—			222,611
Other long-term liabilities		—		—			6,783			—		—			6,783
Total liabilities		—		981,465			418,882			35,847		—			1,436,194
Total member’s interests		591,041		594,528			2,183,175			63,065		(2,840,768	)		591,041
Total liabilities and member’s interests	$	591,041	$	1,575,993		$	2,602,057		$	98,912	$	(2,840,768	)	$	2,027,235

December 31, 2012
	Parent		Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Elimination			Total
ASSETS
Total current assets	$	—	$	68,838	$	103,146		$	10,234	$	—		$	182,218
Property and equipment, net		—		—		27,255			558		—			27,813
Content databases, net		—		—		269,963			1,021		—			270,984
Intangible assets, net		—		—		600,628			—		—			600,628
Goodwill		—		—		944,818			801		—			945,619
Investment in subsidiary		609,346		1,513,942		626,375			13,671		(2,763,334	)		—
Other assets		—		37,769		12,211			212		—			50,192
Total assets	$	609,346	$	1,620,549	$	2,584,396		$	26,497	$	(2,763,334	)	$	2,077,454
LIABILITIES AND MEMBER’S INTERESTS
Total current liabilities	$	—	$	74,456	$	201,930		$	6,435	$	—		$	282,821
Intercompany balances		—		—		(2,964	)		2,964		—			—
Long-term debt, net		—		936,797		—			—		—			936,797
Deferred income taxes		—		—		235,167			—		—			235,167
Other long-term liabilities		—		—		13,305			18		—			13,323
Total liabilities		—		1,011,253		447,438			9,417		—			1,468,108
Total member’s interests		609,346		609,296		2,136,958			17,080		(2,763,334	)		609,346
Total liabilities and member’s interests	$	609,346	$	1,620,549	$	2,584,396		$	26,497	$	(2,763,334	)	$	2,077,454

F-15

ANCESTRY.COM LLC

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Three Months Ended March 31, 2013 (Successor)

	Parent			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Elimination			Total
Total revenues	$	—		$	—		$	122,843		$	5,859		$	(5,180	)	$	123,522
Total cost of revenues		—			—			31,624			1,030			(5,180	)		27,474
Gross profit		—			—			91,219			4,829			—			96,048
Operating expenses:
Technology and development		214			—			19,967			336			—			20,517
Marketing and advertising		—			—			33,690			3,268			—			36,958
General and administrative		232			201			10,635			751			—			11,819
Amortization of acquired intangible assets		—			—			46,386			—			—			46,386
Total operating expenses		446			201			110,678			4,355			—			115,680
Income (loss) from operations		(446	)		(201	)		(19,459	)		474			—			(19,632	)
Interest income (expense), net		—			(22,025	)		12			5			—			(22,008	)
Other expense, net		—			—			(302	)		(249	)		—			(551	)
Income (loss) before income taxes		(446	)		(22,226	)		(19,749	)		230			—			(42,191	)
Income tax benefit		163			8,112			12,481			8			—			20,764
Income (loss) before loss from subsidiaries		(283	)		(14,114	)		(7,268	)		238			—			(21,427	)
Loss from subsidiaries		(21,144	)		(19,134	)		(33,372	)		(331	)		73,981			—
Net loss	$	(21,427	)	$	(33,248	)	$	(40,640	)	$	(93	)	$	73,981		$	(21,427	)
Comprehensive loss	$	(21,427	)	$	(33,248	)	$	(40,640	)	$	(93	)	$	73,981		$	(21,427	)
Three Months Ended March 31, 2012 (Predecessor)
	Parent			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Elimination			Total
Total revenues	$	—		$	—		$	107,699		$	6,236		$	(5,399	)	$	108,536
Total cost of revenues		—			152			22,944			1,382			(5,399	)		19,079
Gross profit (loss)		—			(152	)		84,755			4,854			—			89,457
Operating expenses:
Technology and development		—			1,354			14,894			379			—			16,627
Marketing and advertising		—			449			35,602			3,498			—			39,549
General and administrative		—			1,246			8,259			1,137			—			10,642
Amortization of acquired intangible assets		—			—			2,359			202			—			2,561
Total operating expenses		—			3,049			61,114			5,216			—			69,379
Income (loss) from operations		—			(3,201	)		23,641			(362	)		—			20,078
Interest expense, net		—			—			(165	)		(2	)		—			(167	)
Other income (expense), net		—			(11	)		(30	)		247			—			206
Income (loss) before income taxes		—			(3,212	)		23,446			(117	)		—			20,117
Income tax (expense) benefit		—			1,171			(7,737	)		(4	)		—			(6,570	)
Income (loss) before income from subsidiaries		—			(2,041	)		15,709			(121	)		—			13,547
Income from subsidiaries		—			15,588			1,928			2,050			(19,566	)		—
Net income	$	—		$	13,547		$	17,637		$	1,929		$	(19,566	)	$	13,547
Comprehensive income	$	—		$	13,547		$	17,637		$	2,195		$	(19,566	)	$	13,813

F-16

ANCESTRY.COM LLC

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)

Three Months Ended March 31, 2013 (Successor)

	Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination		Total
Net cash provided by (used in) operating activities	$	—		$	(12,048	)	$	55,568		$	82		$	—	$	43,602
Investing activities:
Capitalization of content databases		—			—			(4,753	)		—			—		(4,753	)
Purchases of property and equipment		—			—			(3,493	)		(30	)		—		(3,523	)
Net cash used in investing activities		—			—			(8,246	)		(30	)		—		(8,276	)
Financing activities:
Proceeds from exercise of stock options		—			—			457			—			—		457
Taxes paid related to net share settlement of stock-based awards		—			—			(280	)		—			—		(280	)
Principal payments on debt		—			(1,675	)		—			—			—		(1,675	)
Proceeds from member’s capital contributions		2,499			—			—			—			—		2,499
Proceeds (payments) from intercompany loans		—			—			(27,400	)		27,400
Proceeds (payments) on intercompany investments, net		(2,499	)		13,604			16,193			(27,298	)		—		—
Net cash provided by (used in) financing activities		—			11,929			(11,030	)		102			—		1,001
Effect of changes in foreign currency exchange rates on cash and cash equivalents		—			—			—			—			—		—
Net increase (decrease) in cash and cash equivalents		—			(119	)		36,292			154			—		36,327
Cash and cash equivalents at beginning of period		—			470			28,925			6,256			—		35,651
Cash and cash equivalents at end of period	$	—		$	351		$	65,217		$	6,410		$	—	$	71,978
Three Months Ended March 31, 2012 (Predecessor)
	Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination		Total
Net cash provided by operating activities	$	—		$	474		$	40,137		$	118		$	—	$	40,729
Investing activities:
Capitalization of content databases		—			—			(5,140	)		—			—		(5,140	)
Purchases of property and equipment		—			—			(5,061	)		(32	)		—		(5,093	)
Acquisitions of businesses, net of cash acquired		—			—			(11,731	)		—			—		(11,731	)
Net cash used in investing activities		—			—			(21,932	)		(32	)		—		(21,964	)
Financing activities:
Proceeds from exercise of stock options		—			2,452			—			—			—		2,452
Taxes paid related to net share settlement of stock-based awards		—			—			(326	)		—			—		(326	)
Principal payments on debt		—			—			(10,000	)		—			—		(10,000	)
Excess tax benefits from stock-based awards activity		—			—			980			—			—		980
Repurchases of common stock		—			(12,832	)		—			—			—		(12,832	)
Proceeds (payments) on intercompany investments, net		—			10,057			(10,157	)		100			—		—
Net cash provided by (used in) financing activities		—			(323	)		(19,503	)		100			—		(19,726	)
Effect of changes in foreign currency exchange rates on cash and cash equivalents		—			—			—			11			—		11
Net increase (decrease) in cash and cash equivalents		—			151			(1,298	)		197			—		(950	)
Cash and cash equivalents at beginning of period, less cash acquired		—			2,003			39,162			7,833			—		48,998
Cash and cash equivalents at end of period	$	—		$	2,154		$	37,864		$	8,030		$	—	$	48,048

F-17

Report of Independent Registered Public Accounting Firm

The Operating Committee

Ancestry.com LLC

We have audited the accompanying consolidated balance sheets of Ancestry.com LLC as of December 31, 2012 (Successor) and 2011 (Predecessor), and the related consolidated statements of operations, comprehensive income (loss), member’s interests/stockholders’ equity, and cash flows for the period from December 29, 2012 to December 31, 2012 (Successor), the period from January 1, 2012 to December 28, 2012 (Predecessor) and the years ended December 31, 2011 and 2010 (Predecessor). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ancestry.com LLC at December 31, 2012 (Successor) and 2011 (Predecessor), and the consolidated results of its operations and its cash flows for the period from December 29, 2012 to December 31, 2012 (Successor), the period from January 1, 2012 to December 28, 2012 (Predecessor) and the years ended December 31, 2011 and 2010 (Predecessor), in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Salt Lake City, Utah

March 25, 2013,

except for Note 20, as to which the date is

June 5, 2013

F-18

ANCESTRY.COM LLC

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value data)

	Successor			Predecessor
	December 31, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	35,651		$	48,998
Restricted cash		83,863			1,702
Accounts receivable, net of allowances of $661 and $527 at December 31, 2012 and 2011, respectively		11,089			7,599
Income tax receivable		41,799			1,763
Deferred income taxes		—			4,823
Prepaid expenses and other current assets		9,816			7,945
Total current assets		182,218			72,830
Property and equipment, net		27,813			21,701
Content databases, net		270,984			76,646
Intangible assets, net		600,628			17,594
Goodwill		945,619			302,422
Other assets		50,192			2,656
Total assets	$	2,077,454		$	493,849
LIABILITIES AND MEMBER’S INTERESTS/STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	11,432		$	9,817
Accrued expenses		62,120			33,428
Acquisition-related liabilities		83,863			1,297
Deferred revenues		116,953			108,654
Current deferred income taxes		2,021			—
Current portion of long-term debt		6,432			10,000
Total current liabilities		282,821			163,196
Long-term debt, net		936,797			—
Deferred income taxes		235,167			14,925
Other long-term liabilities		13,323			5,219
Total liabilities		1,468,108			183,340
Commitments and contingencies
Member’s interests/Stockholders’ equity:
Member’s interests		682,021
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued and outstanding					—
Common stock, $0.001 par value; 175,000 shares authorized; 47,898 shares issued and 42,793 shares outstanding at December 31, 2011					48
Additional paid-in capital					374,948
Treasury stock, at cost; 5,105 shares at December 31, 2011					(162,168	)
Accumulated other comprehensive income		—			564
Retained earnings (deficit)		(72,675	)		97,117
Total member’s interests/stockholders’ equity		609,346			310,509
Total liabilities and member’s interests/stockholders’ equity	$	2,077,454		$	493,849

See accompanying notes to consolidated financial statements

F-19

ANCESTRY.COM LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

	Successor			Predecessor
	Period from			Period from			Year Ended December 31,
	Dec. 29,  2012 to Dec. 31, 2012			Jan. 1, 2012 to Dec. 28, 2012			2011			2010
Revenues:
Subscription revenues	$	3,194		$	451,744		$	377,364		$	281,670
Product and other revenues		264			31,883			22,297			19,261
Total revenues		3,458			483,627			399,661			300,931
Costs of revenues:
Cost of subscription revenues		664			66,741			58,292			46,409
Cost of product and other revenues		159			19,162			8,216			5,698
Total cost of revenues		823			85,903			66,508			52,107
Gross profit		2,635			397,724			333,153			248,824
Operating expenses:
Technology and development		642			77,512			58,245			42,296
Marketing and advertising		1,145			138,073			122,997			94,573
General and administrative		381			45,995			39,734			35,390
Amortization of acquired intangible assets		1,472			16,551			16,711			15,959
Transaction-related expenses		102,264			7,104			—			—
Total operating expenses		105,904			285,235			237,687			188,218
Income (loss) from operations		(103,269	)		112,489			95,466			60,606
Interest and other expense, net		(730	)		(323	)		(1,226	)		(4,258	)
Income (loss) before income taxes		(103,999	)		112,166			94,240			56,348
Income tax (expense) benefit		31,324			(41,377	)		(31,345	)		(19,503	)
Net income (loss)	$	(72,675	)	$	70,789		$	62,895		$	36,845

See accompanying notes to consolidated financial statements

F-20

ANCESTRY.COM LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Successor			Predecessor
	Period from			Period from		Year Ended December 31,
	Dec. 29,  2012 to Dec. 31, 2012			Jan. 1, 2012 to Dec. 28, 2012		2011			2010
Net income (loss)	$	(72,675	)	$	70,789	$	62,895		$	36,845
Other comprehensive income (loss)
Unrealized gain on short-term investments		—			—		—			41
Foreign currency translation adjustments		—			381		(79	)		643
Other comprehensive income (loss)		—			381		(79	)		684
Total comprehensive income (loss)	$	(72,675	)	$	71,170	$	62,816		$	37,529

See accompanying notes to consolidated financial statements

F-21

ANCESTRY.COM LLC

CONSOLIDATED STATEMENTS OF MEMBER’S INTERESTS/STOCKHOLDERS’ EQUITY

(in thousands)

	Member’s Interests		Common Shares			Amount			Additional Paid-In Capital			Treasury Shares			Amount			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)			Total Member’s Interests/ Stockholders’ Equity
Predecessor
Balance as of January 1, 2010	$			42,416		$	42		$	272,513			—		$	—		$	(41	)	$	22,376		$	294,890
Shares issued from the exercise and vesting of stock-based awards, net				2,750			3			13,501			—			—			—			—			13,504
Issuance of common stock for business acquisition, net of costs				1,022			1			24,530			—			—			—			—			24,531
Income tax benefit from stock awards				—			—			13,336			—			—			—			—			13,336
Stock-based compensation				—			—			5,077			—			—			—			—			5,077
Repurchase of common stock				(1,009	)		(1	)		—			—			—			—			(24,999	)		(25,000	)
Unrealized gain on short-term investments, net of tax				—			—			—			—			—			41			—			41
Foreign currency translation adjustment				—			—			—			—			—			643			—			643
Net income				—			—			—			—			—			—			36,845			36,845
Balance as of December 31, 2010				45,179			45			328,957			—			—			643			34,222			363,867
Shares issued from the exercise and vesting of stock-based awards, net				2,719			3			12,824			—			—			—			—			12,827
Income tax benefit from stock awards				—			—			23,140			—			—			—			—			23,140
Stock-based compensation				—			—			10,027			—			—			—			—			10,027
Repurchase of common stock				—			—			—			(5,105	)		(162,168	)		—			—			(162,168	)
Foreign currency translation adjustment				—			—			—			—			—			(79	)		—			(79	)
Net income				—			—			—			—			—			—			62,895			62,895
Balance as of December 31, 2011				47,898			48			374,948			(5,105	)		(162,168	)		564			97,117			310,509
Shares issued from the exercise and vesting of stock-based awards, net				1,837			2			8,673			—			—			—			—			8,675
Income tax benefit from stock awards				—			—			9,916			—			—			—			—			9,916
Stock-based compensation				—			—			15,509			—			—			—			—			15,509
Repurchase of common stock				—			—			—			(541	)		(12,832	)		—			—			(12,832	)
Foreign currency translation adjustment				—			—			—			—			—			381			—			381
Net income				—			—			—			—			—			—			70,789			70,789
Balance as of December 28, 2012				49,735			50			409,046			(5,646	)		(175,000	)		945			167,906			402,947
Successor
Elimination of Predecessor equity structure				(49,735	)		(50	)		(409,046	)		5,646			175,000			(945	)		(167,906	)		(402,947	)
Capital contribution in connection with the acquisition of Predecessor		619,756																				—			619,756
Fair-value adjustment of rollover equity awards		45,275																				—			45,275
Stock-based compensation		3,845																				—			3,845
Income tax benefit from stock awards		13,145																				—			13,145
Net loss																						(72,675	)		(72,675	)
Balance as of December 31, 2012	$	682,021		—		$	—		$	—			—		$	—		$	—		$	(72,675	)	$	609,346

See accompanying notes to consolidated financial statements

F-22

ANCESTRY.COM LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Successor			Predecessor
	Period from			Period from			Year Ended December 31,
	Dec. 29, 2012 to Dec. 31, 2012			Jan. 1, 2012 to Dec. 28, 2012			2011			2010
Operating activities:
Net income (loss)	$	(72,675	)	$	70,789		$	62,895		$	36,845
Adjustments to reconcile net income(loss) to net cash provided by (used in) operating activities:
Depreciation		—			14,699			13,450			11,773
Amortization of content databases		216			11,328			9,205			7,579
Amortization of acquired intangible assets		1,472			16,551			16,711			15,947
Amortization of deferred financing costs		64			463			278			2,438
Deferred income taxes		570			(915	)		(6,220	)		975
Stock-based compensation expense		3,845			15,421			9,975			5,069
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable		(4,454	)		879			(609	)		(419	)
Restricted cash		—			405			774			(295	)
Other assets		496			(3,723	)		(4,235	)		128
Income taxes, net		(31,662	)		14,360			33,649			7,494
Accounts payable and other liabilities		27,684			5,166			1,876			14,223
Excess tax benefits from stock-based compensation		(13,145	)		(10,500	)		(26,041	)		(12,948	)
Deferred revenues		2,254			18,578			19,324			17,132
Net cash provided by (used in) operating activities		(85,335	)		153,501			131,032			105,941
Investing activities:
Capitalization of content databases		—			(23,538	)		(20,408	)		(13,874	)
Purchases of property and equipment		—			(20,776	)		(13,895	)		(12,968	)
Acquisitions of businesses, net of cash acquired		(1,352,744	)		(114,506	)		—			(14,631	)
Purchases of short-term investments		—			—			—			(7,193	)
Proceeds from sale and maturity of short-term investments		—			—			—			40,565
Net cash used in investing activities		(1,352,744	)		(158,820	)		(34,303	)		(8,101	)
Financing activities:
Proceeds from exercise of stock options		—			11,922			13,881			13,504
Taxes paid related to net share settlement of stock-based awards		—			(3,247	)		(1,054	)		—
Proceeds from issuance of long-term debt		943,200			70,000			10,000			—
Principal payments on debt		—			(80,000	)		—			(100,025	)
Payment of deferred financing costs		(38,033	)		—			—			(733	)
Excess tax benefits from stock-based compensation		13,145			10,500			26,041			12,948
Member’s capital contribution		555,418			—			—			—
Repurchases of common stock		—			(12,832	)		(162,168	)		(25,000	)
Net cash provided by (used in) financing activities		1,473,730			(3,657	)		(113,300	)		(99,306	)
Effect of changes in foreign currency exchange rates on cash and cash equivalents		—			29			50			44
Net increase (decrease) in cash and cash equivalents		35,651			(8,947	)		(16,521	)		(1,422	)
Cash and cash equivalents at beginning of period, less cash acquired		—			48,998			65,519			66,941
Cash and cash equivalents at end of period	$	35,651		$	40,051		$	48,998		$	65,519
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	1,368		$	466		$	2,645
Cash paid for income taxes		—			27,156			3,683			11,128
Supplemental disclosures of non-cash investing and financing activities:
Capitalization of stock-based compensation		—			88			52			8
Member’s capital contribution from the rollover of Predecessor common stock & stock-based awards		109,613			—			—			24,568

See accompanying notes to consolidated financial statements

F-23

ANCESTRY.COM LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Ancestry.com Inc. (the “Predecessor” or “Issuer”) is an online family history resource that derives revenue on a subscription basis primarily from providing customers access to a proprietary technology platform and an extensive collection of billions of historical records that have been digitized, indexed and put online. On October 21, 2012, the Predecessor entered into a definitive merger agreement (the “Merger Agreement”) with Global Generations Merger Sub Inc. (the “Merger Sub”) and its parent company, Global Generations International Inc. (“GGI”) to acquire the Predecessor for $32.00 per share of common stock (the “Merger”). GGI is a wholly-owned subsidiary of Ancestry.com LLC, which is controlled by Permira funds and co-investors (the “Sponsors”). On December 28, 2012, pursuant to the Merger Agreement, Ancestry.com LLC through its wholly-owned subsidiaries completed its acquisition of the Predecessor for approximately $1.5 billion. The Merger and all activity related to the Merger is referred to collectively as the “Transaction”. See Note 2 for further discussion.

Other than the change of control, Ancestry.com Inc.’s primary business activities remain unchanged after the Transaction. Ancestry.com LLC is a holding company and all operations are conducted by its wholly-owned subsidiaries.

Basis of Presentation

The consolidated financial statements include the accounts of Ancestry.com LLC and its consolidated subsidiaries (the “Successor”, “Ancestry.com” or the “Company”), and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Due to the Transaction, the consolidated financial statements are presented for two periods for the year ended 2012: the Successor period from December 29, 2012 to December 31, 2012 and the Predecessor period from January 1, 2012 to December 28, 2012, which relate to the periods succeeding and preceding the Transaction, respectively. As a result of the Transaction, the recorded assets, liabilities and member’s interests/stockholders’ equity reflected in the consolidated balance sheets prior to and subsequent to the Transaction are not necessarily comparable. All significant intercompany accounts and transactions have been eliminated in consolidation.

Certain prior period amounts of the Predecessor financial statements have been reclassified to conform to the current year presentation of the Successor financial statements. These reclassifications did not have a significant impact on the consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ materially from these estimates.

The Company evaluates its estimates to determine their appropriateness, including the fair value of acquired intangible assets and goodwill in a business combination, testing goodwill for impairment, recoverability of long-lived assets, income taxes, the estimated useful lives of the Company’s intangible assets, including content databases, the fair value of financial instruments, the fair value of stock-based awards and allowances for sales returns and uncollectible accounts receivable among others. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable, the results of which form the basis for the amounts recorded within the consolidated financial statements.

F-24

Revenue Recognition

In general, the Company recognizes revenue related to sales of subscriptions, products and services when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

Subscription revenues are derived by providing access to the Company’s technologies and content on its various Web sites. Subscription fees are collected primarily from credit cards through the Company’s Web sites at the beginning of the subscription period. Subscription revenues are recognized ratably over the subscription period, ranging from one month to one year, net of estimated cancellations.

Product and other revenues are generated from sales of DNA testing services, desktop software, genealogical research services, physical delivery of historical vital records (birth, marriage and death certificates), document digitization services and other products and services. Sales of desktop software and other products sold directly from the Company’s Web site are recognized upon shipment, net of estimated returns, provided that collectability is reasonably assured and there are no significant performance obligations. Service revenues are recognized upon completion of the services. Shipping fees billed to customers are included in product and other revenues, and related shipping costs are included in cost of product and other revenues.

Deferred revenues represent the amounts received from customers for which the performance obligation has not been fulfilled. Deferred revenues are expected to be recognized as revenue within one year based on subscription durations and expected fulfillment dates.

The Company also bundles its subscription services with other Ancestry.com products, including its desktop software and DNA testing services. For bundles containing multiple elements, revenue is allocated to the elements based on their relative selling price. Generally, the stand-alone selling price for each deliverable is determined by vendor specific objective evidence of fair value (“VSOE”), if such information is available. VSOE, generally, only exists when the Company sells the deliverable on a stand-alone basis and represents the price actually charged by the Company for that deliverable. In the absence of VSOE, third-party evidence of the selling price is used. Where neither VSOE nor third-party evidence exists for a given element, management’s best estimate of the selling price is used. The subscription element is recognized over its estimated subscription period and other product elements are recognized upon shipment of the product or completion of the service.

In certain sales transactions, the Company is required to collect and remit sales and other value-added taxes. The Company accounts for these taxes on a net basis and such taxes are not included in revenues on the consolidated statements of operations.

The Company maintains a revenue reserve for future subscription cancellations and product returns based on historical trends and data specific to each reporting period. The historical cancellation and returns rates are applied to the current period’s revenues as a basis for estimating future returns. Actual customer subscription cancellations and product returns are charged against this reserve or against deferred revenue to the extent that revenue has not yet been recognized. This reserve has been reflected as a reduction of revenue and accounts receivable.

The following table summarizes the activity for the revenue reserve (in thousands):

	Successor		Predecessor
	Period from		Period from			Year Ended December 31,
	Dec. 29, 2012 to  Dec. 31, 2012		Jan. 1, 2012 to Dec. 28, 2012			2011			2010
Balance at beginning of period	$	661	$	527		$	406		$	472
Amounts reserved against revenue		—		2,176			2,356			1,576
Actual returns		—		(2,042	)		(2,235	)		(1,642	)
Balance at end of period	$	661	$	661		$	527		$	406

F-25

Cost of Revenues

Cost of subscription revenues consists of Web server operating costs, personnel-related costs of Web support and subscriber services employees, credit card processing fees, amortization of our content databases, outside service costs for subscriber services and royalty costs on certain content licensed from others. Web server operating costs include depreciation and software licensing on Web servers and related equipment and Web hosting costs.

Cost of product and other revenues consists of DNA testing service costs, personnel-related costs of genealogical research and digitization services employees, shipping costs, direct costs of products sold and credit card processing fees.

Certain Risks and Concentrations

Financial instruments that potentially subject the Company to credit risk consist principally of cash equivalents and accounts receivable. Cash equivalents are comprised of money market funds. Accounts receivable are unsecured and include receivables from businesses and individual customers. No one customer accounted for more than 10% of the Company’s revenues for the periods from December 29, 2012 to December 31, 2012 and from January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010. Two customers accounted for 12% and 10% of accounts receivable at December 31, 2012 and two customers accounted for 17% and 10% of accounts receivable at December 31, 2011. The customers that accounted for more than 10% of the Company’s accounts receivable balances, which are not material as a percentage of revenues, are businesses with extended payment terms that are responsible for the sale of various Company services and products.

Cash and Cash Equivalents

Cash and cash equivalents consists of highly liquid investments with original maturities of three months or less.

Restricted Cash

Restricted cash consists primarily of cash held in escrow on behalf of stockholders who exercised their appraisal rights in connection with the Transaction and for potential indemnification obligations from acquisitions completed by the Predecessor. As of December 31, 2012, the Company had restricted cash of $92.1 million, of which $8.3 million is classified as long-term in Other assets on the Consolidated Balance Sheet.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and are non-interest-bearing. Accounts receivable consists of credit card charges processed by the Company’s credit card processors but not yet deposited into a Company bank account and receivables from businesses with extended payment terms responsible for the sale of various Company services and products. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. Allowances are made based upon a specific review of all significant outstanding invoices. For those invoices not specifically reserved, allowances are provided based upon a percentage of aged outstanding invoices. In determining these percentages, the Company analyzes its historical collection experience and current economic trends. The allowance for doubtful accounts was de minimis as of December 31, 2012 and 2011.

Inventory

Net inventory was $2.3 million and $0.5 million at December 31, 2012 and 2011, respectively. Inventory consists primarily of DNA testing and packaging materials, which are classified as raw materials, and DNA testing kits, which are classified as finished goods and are stated at lower of cost or market. Cost is determined

F-26

using the first-in, first-out method. The Company maintains an allowance for excess and obsolete inventory based on historical product sales and current inventory levels. Inventory is included in prepaid expenses and other current assets on the consolidated balance sheets.

Property and Equipment

Property and equipment acquired in business combinations are recorded at estimated fair value. Other additions are recorded at cost. Property and equipment are stated net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are three years for computer equipment, purchased software and furniture and fixtures. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets, generally five years. Repairs and maintenance costs are expensed as incurred. Major renewals and improvements that extend the useful lives of existing assets are capitalized and depreciated over their estimated useful lives.

Content Databases

Content databases consists of historical family history records, including census records, birth records, marriage records, death records, immigration documents, photographs, maps, military records, newspapers and other collections that the Company has accumulated in its databases. These records have been digitized and indexed to allow subscribers to search and view the content online and include the costs to acquire or license the historical records, costs incurred by Company employees or by third parties to scan, key and index the content and the fair value allocated to content databases in business acquisitions. The Company amortizes content databases on a straight-line basis over ten years after the content is released for viewing on the Company’s Web sites. The amortization expense associated with content databases is included in cost of subscription revenues in the consolidated statements of operations. Costs to renew or extend the term of licensed content databases are expensed as incurred.

Software Development Costs

Software development costs associated with software to be sold, leased or otherwise marketed are expensed as incurred until technological feasibility has been established, at which time such costs are capitalized. To date, costs incurred between the establishment of technological feasibility and the point at which the product is ready for general release have been insignificant. Accordingly, the Company has generally charged such costs to technology and development in the period incurred.

Fair Value of Acquired Intangible Assets and Goodwill

The Company allocates the fair value of purchase consideration from acquisitions to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company engages independent third-party appraisal firms to assist it in determining the fair values of assets acquired and liabilities. Such valuations require management to make significant estimates and assumptions, especially with respect to acquired intangible assets. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows, replacement cost of technology assets and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Goodwill is not amortized but rather tested for impairment at least annually or more frequently if events or changes in circumstances indicate that they may be impaired. The Company conducts its annual impairment test in the fourth quarter based on a single reporting unit. Impairment is

F-27

recognized when the fair value of goodwill is less than the carrying value. No impairment losses related to goodwill were recognized for the periods from December 29, 2012 to December 31, 2012 and from January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010.

Intangible Assets

The Company amortizes its finite lived intangible assets over their estimated useful lives, ranging from three to 10 years using methods which approximate the pattern in which the underlying economic benefits are consumed.

Recoverability of Long-Lived Assets

The Company reviews content databases, property and equipment and intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted cash flows that the asset or asset group is expected to generate. If assets are determined to be impaired, the impairment loss to be recognized equals the amount that the carrying value of the asset or group of assets exceeds its fair value. Impairment losses recognized for the periods December 29, 2012 to December 31, 2012 and January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010 were immaterial.

Deferred Financing Costs

Costs related to debt financing are deferred and amortized to interest expense over the terms of the underlying debt instruments using the effective-interest method. In connection with obtaining debt financing for the Transaction, the Company incurred $38.0 million of deferred financing costs. As of December 31, 2012, deferred financing costs of $37.8 million are reflected as Other assets on the Consolidated Balance Sheet. As of December 31, 2011, deferred financing costs were immaterial.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryovers. Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some or all of the deferred tax assets may not be realized.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest related to uncertain tax positions in income tax expense.

Foreign Currency

The financial statements of foreign subsidiaries whose functional currency is the U.S. dollar are remeasured into U.S. dollars using period-end or historical exchange rates for assets and liabilities and average exchange rates for the period for revenues and expenses. Net foreign currency remeasurement gains and losses are included in Interest and other expense, net in the accompanying Consolidated Statements of Operations. Foreign currency

F-28

remeasurement gains and (losses), net were insignificant for the period from December 29, 2012 to December 31, 2012; approximately $0.6 million for the period from January 1, 2012 to December 28, 2012; approximately $(0.8) million for the year ended December 31, 2011; and were insignificant for the year ended December 31, 2010.

The Company’s results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. The financial statements of foreign subsidiaries whose functional currency is the local currency are translated into U.S. dollars using period-end exchange rates for assets and liabilities and average exchange rates for the period for revenues and expenses. These translation gains and losses are included in accumulated other comprehensive income (loss) in the accompanying Consolidated Balance Sheets. Translation gains and (losses) were not significant for the period from December 29, 2012 to December 31, 2012; approximately $0.4 million for the period from January 1, 2012 to December 28, 2012; insignificant for the year ended December 31, 2011; and approximately $0.6 million for the year ended December 31, 2010.

Net gains and losses related to foreign currency transactions are included in Interest and other expense, net in the accompanying Consolidated Statements of Operations. Net gains and (losses) from foreign currency transactions were insignificant for the period from December 29, 2012 to December 31, 2012, for the period from January 1, 2012 to December 28. 2012 and for the years ended December 31, 2011 and 2010.

Stock-Based Compensation

The Company’s stock-based compensation plan allows (and the Predecessor’s stock-based compensation allowed) for the issuance of stock-based awards, including stock options and restricted stock units (“RSUs”) to employees, officers, and directors. As of December 31, 2012, outstanding stock-based awards are in an indirect parent entity or a subsidiary of the Company. Each award represents a contingent right to receive an equivalent investor interest upon exercise of the option or vesting of an RSU. The Predecessor’s awards represented a contingent right to one share of the Predecessor’s common stock. See Note 10 in the Consolidated Financial Statements for further information about stock-based awards.

Stock-based compensation expense is recorded by amortizing the fair value of each stock-based award expected to vest over the requisite service. The fair value of each stock option award is calculated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes model requires various assumptions including fair value of the underlying investor’s interest or stock, volatility, expected option life, risk-free interest rate and expected dividends. The fair value of RSUs is based on the value of the investor’s interest or the closing price of the Predecessor’s common stock on the date of grant. In addition, assumptions are made regarding the rate of forfeiture of stock-based awards prior to vesting. The Company estimates forfeiture rates based on historical forfeitures of its stock options and RSUs. To the extent the actual forfeiture rate is different from the estimate, stock-based compensation expense is adjusted accordingly. If any of the assumptions used in estimating the fair value of awards change significantly or the actual forfeiture rate is different than the estimate, stock-based compensation expense may differ materially in the future from that recorded in the current period.

Investor interests or shares for RSUs are issued on their respective vesting dates, generally, net of the minimum statutory tax withholding requirements to be paid by the Company on behalf of its employees. As a result, the actual number of investor interests or shares issued will generally be fewer than the actual number of RSUs outstanding.

Leases

Leases are categorized at their inception as either operating or capital leases. Lease costs, including any rent holidays or other incentives, are recognized on a straight-line basis over the term of the lease.

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External Marketing and Advertising

External marketing and advertising costs are expensed as incurred. Total external marketing and advertising expenses were $1.0 million for the period from December 29, 2012 to December 31, 2012, $116.6 million for the period from January 1, 2012 to December 28, 2012; $106.4 million for the year ended December 31, 2011; and $82.5 million for the year ended December 31, 2010.

Research and Development

All expenditures for research and development are charged to technology and development expense as incurred.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance related to reclassifications out of accumulated other comprehensive income (“OCI”). Under the amendments in this update, an entity is required to report in one place information about reclassifications out of accumulated OCI and to report changes in its accumulated OCI balances. For significant items reclassified out of accumulated OCI to net income (loss) in their entirety in the same reporting period, reporting is required about the effect of the reclassifications on the respective line items in the statement where net income (loss) is presented. For items that are not reclassified to net income (loss) in their entirety in the same reporting period, a cross reference to other disclosures currently required under GAAP is required in the notes. This guidance is effective prospectively for reporting periods beginning after December 15, 2012. The Company will provide the required disclosures beginning in the first quarter of fiscal year 2013 and does not believe the adoption of this guidance will have a material impact on its consolidated financial statements.

2. TRANSACTION

As discussed in Note 1 above, on December 28, 2012, pursuant to the Merger Agreement, Ancestry.com LLC through its wholly-owned subsidiaries completed the acquisition of the Predecessor for approximately $1.5 billion. In connection with the Transaction, the following occurred:

• Merger Sub merged with and into the Predecessor and each share of capital stock of Merger Sub was converted into one share of Ancestry.com Inc. common stock.

• Each share of common stock of the Predecessor outstanding immediately prior to the Transaction, other than the rollover shares and the Predecessor’s common shares for which appraisal rights have been duly exercised under Delaware law, was cancelled and converted automatically into a right to receive $32.00 in cash. Immediately prior to the Transaction, the Predecessor had 44.1 million common shares outstanding.

• Each share of common stock of the Predecessor for which appraisal rights were duly exercised under Delaware law was cancelled and converted into the right to receive the fair value of such share in accordance with the provisions of Delaware law. Following the Merger, the holders of such dissenting shares, ceased to have any rights with respect to such shares, except for their rights to seek an appraisal under Delaware law. Ancestry.com LLC remains liable for payment for the dissenting shares and has restricted cash of $68.0 million for this purpose. The related liability is recorded in Acquisition-related liabilities on Consolidated Balance Sheet as of December 31, 2012

• Investors in the Predecessor rolled over 2.0 million outstanding common shares of the Predecessor with a fair value of $64.3 million in exchange for common stock in an indirect parent entity of Ancestry.com LLC.

• Each share of Ancestry.com Inc. common stock held in treasury was cancelled and retired.

• Certain members of management rolled over outstanding stock options and RSUs in the Predecessor with a fair value of $54.8 million, of which $45.3 million was classified as part of the consideration transferred, into an indirect parent entity or subsidiary of Ancestry.com LLC. See Note 10 for further information regarding stock-based awards rolled over.

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• Employees of the Predecessor invested $5.2 million in an indirect parent entity of Ancestry.com LLC.

• The vesting of all outstanding options and RSUs of the Predecessor, with the exception of certain rollover RSUs, was accelerated. All stock-based awards outstanding as of that date, with the exception of the rollover options and RSUs, were converted into the right to receive an amount in cash equal to the intrinsic value of the award based on a price of $32.00 per share. The total value of awards settled in cash was $95.6 million of which $46.3 million was classified as part of the consideration transferred and $49.3 million was recognized as stock-based compensation expense in the Successor period from December 29, 2012 to December 31, 2012. The stock-based compensation expense of $49.3 million was classified as Transaction-related expenses in the Statement of Operations.

Consideration

The aggregate consideration of $1.5 billion for the Transaction consisted of $1.4 billion in cash and $0.1 billion of equity rolled over from the Predecessor. The table below presents further the composition of the consideration paid (in thousands):

Cash Consideration:
Common stock settled or to be settled for cash	$	1,346,499
Fair value of cash-settled equity awards		46,296
Total cash consideration		1,392,795
Rollover equity:
Fair value of rollover common stock		64,338
Fair value of rollover stock-based awards		45,275
Total Consideration	$	1,502,408

Financing

The Company financed the Transaction with:

• equity contributions in cash from the Sponsors and employees of approximately $555.4 million;

• the issuance the $720 million Credit Facility that includes the $670 million Term Loan for which the Company received proceeds, net of original issue discount, of $643.2 million and a $50 million Revolving Facility; and

• the issuance of $300 million in aggregate principal amount of senior unsecured notes (the “Notes”) by the Issuer.

Cash proceeds from financing sources of the Transaction were used as consideration to purchase the Predecessor and to pay for related fees and expenses. Equity contributions were made in an indirect parent entity of the Company. Additionally, see Note 8 for further information regarding the Credit Facility and the Notes.

Transaction-Related Expenses

During the Successor period from December 29 to December 31, 2012 and the Predecessor period from January 1 to December 28, 2012, the Company incurred $102.3 million and $7.1 million, respectively, of Transaction-related expenses. These costs have been recorded as Transaction-related expenses in the Consolidated Statements of Operations. Transaction-related expenses consist primarily of investment banking, legal, accounting, consulting, and other merger and acquisition costs. Transaction-related expenses for the successor period also include $53.1 million of stock-based compensation expense due primarily to the acceleration of vesting for outstanding Predecessor stock-based awards upon closing of the Transaction. See Note 10 for further information on stock-based awards.

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Purchase Price Allocation

The Transaction was accounted for under FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The purchase price was allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values, with the remainder allocated to goodwill. The purchase price allocation is subject to change based on the finalization of the fair value of assets and liabilities acquired. The purchase price was allocated as follows (in thousands, except weighted average useful lives):

	Fair Value Allocations			Weighted Average Useful Lives
				(in years)
Assets acquired:
Cash	$	40,051
Property and equipment		27,813
Other tangible assets		42,008
Acquired intangible assets including content databases:
Content databases		271,200			10.0
Subscriber and partner relationships		220,400			4.0
Core technology		247,300			5.0
Trade names		118,000			10.0
Other intangible assets		16,400			4.8
Goodwill		945,619
Total assets		1,928,791
Liabilities assumed:
Accrued expenses and other liabilities		(75,066	)
Deferred revenues		(114,700	)
Deferred tax liability		(236,617	)
Total net assets acquired	$	1,502,408

The goodwill is primarily attributable to growth opportunities of the Company and the assembled workforce. None of the goodwill recorded in connection with the Transaction will be deductible for income tax purposes. Other acquired intangible assets will be amortized over their estimated useful lives using methods which approximate the pattern in which the underlying economic benefits are consumed. The total weighted average useful life of acquired intangible assets is 8.0 years.

3. CASH AND CASH EQUIVALENTS

Cash and cash equivalents consisted of the following (in thousands):

	Successor		Predecessor
	December 31, 2012		December 31, 2011
Cash	$	30,649	$	25,811
Cash equivalents:
Money market funds		5,002		23,187
Total cash and cash equivalents	$	35,651	$	48,998

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4. FAIR VALUE MEASUREMENTS

Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, accounting guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels. These levels, in order of highest priority to lowest priority, are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available.

Cash equivalents are classified within Level 1 due to readily available market prices in an active market. There were no movements between fair value measurement levels of the Company’s cash equivalents during the periods December 29, 2012 to December 31, 2012 and January 1, 2012 to December 28,2012 and for the year ended December 31, 2011. The following table summarizes the financial instruments of the Company at fair value based on the valuation approach applied to each class of security as of December 31, 2012 (in thousands):

	Successor
	Fair Value Measurement at Reporting Date Using
	Balance at December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds	$	5,002	$	5,002	$	—	$	—
Total assets	$	5,002	$	5,002	$	—	$	—

The following table summarizes the financial instruments of the Company at fair value based on the valuation approach applied to each class of security as of December 31, 2011 (in thousands):

	Predecessor
	Fair Value Measurement at Reporting Date Using
	Balance at December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents:
Money market funds	$	23,187	$	23,187	$	—	$	—
Total assets	$	23,187	$	23,187	$	—	$	—

The carrying amounts as of December 31, 2012 and 2011 for accounts receivable and accounts payable approximated their fair values because of the immediate or short-term maturities of these financial instruments. The carrying value of debt approximated its fair value based on interest rates available to the Company for debt with similar terms as of December 31, 2012 and 2011. The fair value of debt was considered a Level 2 measurement as it was based on observable market inputs, such as current interest rates.

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5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in thousands):

	Successor		Predecessor
	December 31, 2012		December 31, 2011
Computer Equipment	$	15,644	$	49,437
Purchased Software		2,908		12,265
Furniture and Fixtures		2,661		2,510
Leasehold Improvements		6,600		3,170
Gross property and equipment		27,813		67,382
Less: Accumulated Amortization		—		(45,681	)
Net property and equipment	$	27,813	$	21,701

6. CONTENT DATABASES

Content databases consisted of the following (in thousands):

	Successor			Predecessor
	December 31, 2012			December 31, 2011
Content databases	$	256,876		$	87,220
Content databases not yet placed in service		14,324			19,921
Gross content databases		271,200			107,141
Less: accumulated amortization		(216	)		(30,495	)
Content databases, net	$	270,984		$	76,646

The following schedule summarizes the future expected amortization expense of content databases as of December 31, 2012 for the years indicated (in thousands):

Years Ending December 31,
2013	$	27,120
2014		27,120
2015		27,120
2016		27,120
2017		27,120
Thereafter		135,384
Total future expected amortization expense		270,984

7. INTANGIBLE ASSETS AND GOODWILL

Intangible assets consisted of the following as of December 31, 2012 and 2011 (in thousands):

	Successor							Predecessor
	December 31, 2012							December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Subscriber relationships and contracts	$	220,400	$	(682	)	$	219,718	$	39,110	$	(32,297	)	$	6,813
Core technology		247,300		(658	)		246,642		26,261		(23,743	)		2,518
Trademarks and trade names		118,000		(92	)		117,908		26,011		(17,748	)		8,263
Other intangible assets		16,400		(40	)		16,360		—		—			—
Intangible assets	$	602,100	$	(1,472	)	$	600,628	$	91,382	$	(73,788	)	$	17,594

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The following schedule summarizes the future expected amortization expense of acquired intangible assets as of December 31, 2012 (in thousands):

Years ended December 31,
2013	$	185,037
2014		147,135
2015		109,043
2016		70,853
2017		30,474
Thereafter		58,086
Total future expected amortization expense	$	600,628

The changes in the carrying amounts of goodwill during the year ended December 31, 2012 were as follows (in thousands):

Balance at December 31, 2011 (Predecessor)	$	302,422
Acquisitions by the Predecessor		70,276
Other goodwill adjustments		(300	)
Balance at December 28, 2012 (Predecessor)		372,398
Elimination of Predecessor goodwill		(372,398	)
Acquisition of the Predecessor by the Successor		945,619
Balance at December 31, 2012 (Successor)	$	945,619

8. DEBT

Successor

Credit Facility

In December 2012, in connection with the Transaction, the Issuer entered into a $720 million Credit Facility, consisting of a $670 million Term Loan maturing in December 2018 and a $50 million Revolving Facility expiring in December 2017, of which $50 million was available to borrow at December 31, 2012. The Credit Facility allows the Issuer to borrow an additional amount up to $150 million provided the total net secured leverage ratio does not exceed limits as defined by the Credit Facility agreement. As of December 31, 2012, the total net secured leverage ratio limit was 3.5 to 1.0. Amounts borrowed under the Term Loan are required to be paid in equal quarterly installments totaling 1% of the original principal amount of the term loan annually, with the balance payable upon maturity. Additionally, subject to certain conditions, mandatory prepayments are required to be made annually with up to 75% of excess cash flow, based on the net secured leverage ratio and net cash proceeds of certain other transactions.

The Term Loan and Revolving Facility bear interest on the outstanding unpaid principal amount at a rate equal to an applicable margin plus, at the Company’s option, either: (a) a base rate determined by reference to the highest of (i) the Barclays Bank PLC prime rate at such time, (ii) 0.50% in excess of the overnight federal funds rate at such time and (iii) the LIBOR rate that is in effect for a LIBOR loan with an interest period of one month plus 1.00%, providing that the base rate for the Term Loan is not less than 2.25%; or (b) a LIBOR rate, providing that the LIBOR rate for the Term Loan is not less than 1.25% . The applicable margin shall mean either: (a) in the case of a base rate loan 4.75%, or (b) in the case of a LIBOR loan, 5.75%. At December 31, 2012, the interest rate on the Term Loan was equal to a LIBOR floor of 1.25% plus an applicable margin of 5.75%. The applicable margin for the Revolving Facility is subject to step-ups and step-downs based on the Company’s leverage ratio. Ancestry is also required to pay a commitment fee of 0.50% per annum on the unutilized commitments under the Revolving Facility.

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As of December 31, 2012, no funds had been drawn against the Revolving Facility. Borrowings under the Revolving Facility may be used to finance the on-going working capital needs and for general corporate purposes, including permitted business acquisitions and capital expenditures.

The Term Loan was issued at 96% of par, resulting in an original issue discount of $26.8 million. Deferred financing costs of $23.5 million were incurred in connection with the Credit Facility. The original issue discount and the deferred financing costs are being amortized over the loan term to interest expense using the effective interest method. The effective interest rate of the Term Loan is approximately 8.6%.

The Credit Facility contains affirmative and negative covenants, including limitations on indebtedness, liens, certain fundamental changes (including, mergers, consolidations, liquidations and dissolutions), dispositions, dividends, other payments in respect of capital stock and other restricted payments, investments, loans, advances and acquisitions; guarantees and other contingent obligations; payments, repayments and modifications of subordinated indebtedness and certain other indebtedness, transactions with affiliates, sale and leaseback transactions, changes in fiscal periods, agreements restricting liens and/or dividends, and changes in lines of business. In addition, the Revolving Facility contains a maximum total net secured leverage ratio, which will be tested quarterly if outstanding loans and letters of credit under the Revolving Facility exceed $15 million or upon the drawdown of loans and/or issuance letters of credit if such drawdown and/or issuance exceeds $15 million. As of December 31, 2012, the Company was in compliance with all covenants.

The Credit Facility is guaranteed by Ancestry.com LLC and all existing and future, wholly-owned material restricted subsidiaries, except (i) any subsidiaries constituting controlled foreign corporations (“CFCs”) or any direct subsidiaries thereof, (ii) any wholly-owned domestic restricted subsidiaries substantially all of the assets of which constitute the equity of CFCs, (iii) any wholly-owned foreign subsidiaries to the extent a guaranty by such subsidiary is not permitted or materially restricted under the law of the jurisdiction of such foreign subsidiary and (iv) wholly-owned subsidiaries that contributed less than 5.0% of Consolidated EBITDA (as defined in the Credit Facility), 10.0% of revenues in respect of any foreign subsidiary of the Company and, in the case of domestic subsidiaries, less than 5.0% of total assets, provided that if at any time the aggregate amount of Consolidated EBITDA or total assets attributable to such domestic subsidiaries exceeds 7.5% of Consolidated EBITDA or total assets or the aggregate amount of revenue attributable to such foreign subsidiaries exceeds 10% of revenues, Ancestry.com LLC must designate sufficient subsidiaries as guarantors to eliminate such excess. All obligations under the Credit Facility and the related guarantees will be secured by a perfected first priority lien or security interest in substantially all of Issuer’s, Ancestry.com LLC’s, and the guarantor’s tangible and intangible assets.

The Credit Facility also required Ancestry.com LLC to enter into an interest rate protection agreement within 90 days of closing for a period of not less than three years such that not less than 50% of the outstanding debt of the Issuer and its restricted subsidiaries at the closing date is (i) subject to an interest rate protection agreement or (ii) fixed rate borrowings. Subsequent to December 31, 2012, Ancestry.com LLC entered into interest rate cap agreements with a $190 million total notional amount which caps the three-month LIBOR rate at 1.50% for three years. These agreements, in conjunction with the fixed interest rate borrowings discussed below, met the stipulations prescribed by the Credit Facility agreement.

Senior Notes

In December 2012, in connection with the Transaction, Ancestry.com Inc. issued $300 million of fixed rate 11.0% Notes due in December 2020. Interest is payable semi-annually. Deferred financing costs of $14.6 million incurred in connection with the Notes are being amortized over the term of the Notes to interest expense using the effective interest method. The effective interest rate of the Notes is approximately 12.0%.

The Issuer may redeem all or any portion of the Notes at any time prior to December 15, 2016 at a price equal to 100% of the aggregate principal plus the applicable premium, as defined in the indenture, and accrued interest. The Issuer may redeem any portion or all of the Notes after December 15, 2016 at redemption prices as

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set forth in the indenture, plus accrued and unpaid interest. In addition, the Issuer may redeem up to 35% of the aggregate principal of the Notes with an amount equal to the proceeds of certain equity offerings any time prior to December 2015 at 111% plus accrued interest. Upon a change of control, the Issuer is required to make an offer to redeem all of the Notes from the holders at 101% plus accrued interest. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Ancestry.com LLC and each of Ancestry.com LLC’s direct and indirect restricted subsidiaries.

Predecessor

In September 2010, the Predecessor entered into a $100.0 million principal amount senior secured revolving credit facility (“Predecessor Credit Facility”). The Predecessor Credit Facility had a maturity date of September 9, 2013 and was secured by a first-priority security interest in all of the capital stock of the Predecessor’s wholly-owned domestic subsidiaries and 65% of the capital stock in material foreign subsidiaries, as well as the real and personal property assets.

In August 2012, the Predecessor borrowed $70.0 million under its Predecessor Credit Facility to finance the acquisition of Archives.com. All outstanding borrowings under the Predecessor Credit Facility were repaid prior to the closing of the Transaction and the Predecessor Credit Facility was terminated in conjunction with the Transaction. As of December 31, 2011, the Predecessor had $10.0 million outstanding under its Predecessor Credit Facility. The borrowed amount was paid in full in January 2012.

Outstanding long-term debt consists of the following (in thousands):

	Successor									Predecessor
	December 31, 2012									December 31, 2011
	Outstanding Principal			Unamortized Discount			Net Carrying Amount			Outstanding Principal			Unamortized Discount		Net Carrying Amount
Term Loan	$	670,000		$	(26,771	)	$	643,229		$	—		$	—	$	—
Notes		300,000			—			300,000			—			—		—
Predecessor Credit Facility		—			—			—			10,000			—		10,000
Total debt		970,000			(26,771	)		943,229			10,000			—		10,000
Less: Current portion		(6,700	)		(268	)		(6,432	)		(10,000	)		—		(10,000	)
Long-term debt	$	963,300		$	(26,503	)	$	936,797		$	—		$	—	$	—

The following is a schedule by year of future principal payments at December 31, 2012 (in thousands):

Years Ending December 31,	Term Loan		Notes		Total
2013	$	6,700	$	—	$	6,700
2014		6,700		—		6,700
2015		6,700		—		6,700
2016		6,700		—		6,700
2017		6,700		—		6,700
Thereafter		636,500		300,000		936,500
Total future principal payments	$	670,000	$	300,000	$	970,000

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9. MEMBER’S INTERESTS/STOCKHOLDERS’ EQUITY

Successor

Member’s Interests

Ancestry.com LLC is a wholly-owned subsidiary of a holding company (the “Member”), which is controlled by the Sponsors. In connection with the Transaction, the Member contributed $665.0 million as a capital contribution. The Member is not individually responsible for any liabilities of the Company solely for reason of being a member or participating in management of the Company.

Predecessor

Common Stock

The Company, through its wholly-owned subsidiaries, GGI and Merger Sub, acquired the Predecessor for $32.00 per share of common stock on December 28, 2012. Immediately prior to the Transaction, the Predecessor had 49.7 million shares issued and 44.1 million shares outstanding. All of the outstanding shares on the date of the Transaction were cancelled in exchange for $32.00 per common share or the right to receive the fair value of such shares with the exception of 2.0 million common shares outstanding held by Predecessor investors, which were converted into equity interests in an indirect parent entity of the Company. See Note 2 for further information regarding the Transaction.

At December 31, 2011, the Predecessor had 47.9 million shares issued and 42.8 million shares outstanding. Prior to the Transaction, the Predecessor had 175.0 million authorized shares of common stock.

Preferred Stock

The Predecessor had 5.0 million authorized shares of preferred stock that was issuable in series. Immediately prior to the Transaction and at December 31, 2011, the Predecessor had not issued or designated any series or preferences associated with the preferred stock.

Share Repurchases

During 2012 and 2011, the Predecessor repurchased a total of approximately 5.6 million shares of the Predecessor’s common stock for an aggregate of $175.0 million. Share repurchases in 2012 and 2011 were recorded as treasury stock at cost. The following table summarizes share repurchases by authorization for the period from January 1, 2012 to December 28, 2012 and for the year ended December 31, 2011 (in thousands):

	Predecessor
	Period from Jan. 1, 2012 to Dec. 28, 2012				Year Ended December 31, 2011
	Shares		Amounts		Shares		Amounts
Share Repurchase Authorizations:
October 2011 share repurchase authorization for $50.0 million		541	$	12,832		1,591	$	37,168
April 2011 share repurchase authorization for $125.0 million		—		—		3,514		125,000
Total share repurchases		541	$	12,832		5,105	$	162,168

Repurchases under the April 2011 authorization included the repurchase of approximately 1.2 million shares for $50.0 million, respectively, from affiliates of Spectrum Equity V, L.P. and the Company’s Chief Executive Officer. All other repurchases were completed in the open market.

Shares held as treasury stock were cancelled and retired upon closing of the Transaction.

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10. STOCK-BASED AWARDS

Successor

In connection with the Transaction, the Company adopted the Predecessor’s 2009 Stock Incentive Plan, the Generations Holding, Inc. Stock Purchase and Option Plan and the 2004 Stock Option Plan. The Company does not anticipate issuing additional awards under these plans. All awards granted and outstanding pursuant to these plans have a term not greater than ten years from the original date of grant.

Stock Options

As discussed in Note 2, options to purchase shares of the Predecessor held by certain members of management were modified and automatically converted into fully vested options in an indirect parent entity or a subsidiary of the Company upon closing of the Transaction. The rollover awards were adjusted in connection with the Transaction in a manner such that (i) the ratio of the exercise price to fair market value of the underlying investor interest was the same after the closing of the Transaction as it was prior to the closing of the Transaction and (ii) the aggregate intrinsic value of the awards were the same after the closing of the Transaction as it was prior to the closing of the Transaction. In addition, due to the modification of the rollover awards, the fair value of the rollover awards was remeasured as of the Transaction date in accordance with ASC 718, Stock Compensation.

Each option in the indirect parent entity entitles the grantee to an investor interest in that entity upon exercise. The activity for stock options in an indirect parent entity of the Company for the period from December 29, 2012 to December 31, 2012 was as follows:

	Successor
	Number of Units (In thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In years)		Aggregate Intrinsic Value Price (In thousands)
Outstanding at December 29, 2012		—	$	—
Granted		—		—
Exercised		—		—
Canceled		—		—
Rolled over from Predecessor		315		22.75
Outstanding at December 31, 2012		315		22.75		3.23	$	41,674
Exercisable at December 31, 2012		315		22.75		3.23		41,674
Vested and expected to vest at December 31, 2012		315		22.75		3.23		41,674

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The fair value of each option in the indirect parent entity as of the Transaction date was determined using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires several estimates including an estimate of the fair value of the underlying investor interest. The fair value of the investor interest was based on the fair value on the date of the Transaction. The expected term of the options was based on the remaining contractual term of the options and the expected exercise behavior of employees. The Predecessor calculated its expected volatility based on the volatilities of a peer group of publicly traded companies. The risk-free interest rate of the option is based on the U.S. Treasury rate for the expected term of the option. The weighted average assumptions used in the fair value calculations were as follows:

	Period from
	Dec. 29, 2012 to Dec. 31, 2012
Expected volatility		42.0	%
Expected term (in years)		3.1
Weighted average risk-free interest rate		0.4	%
Weighted average fair value of the underlying investor interest	$	154.99
Expected dividends		—

Each option in the Company’s subsidiary entitles the grantee to one common share in the subsidiary entity. Per the terms of the Transaction agreement, outstanding options must be exercised within 30 days of the closing date of the Transaction. Immediately following the first anniversary of the option exercise date the shares must be contributed to the indirect parent entity in exchange for an equivalent number of investor interests. The activity for stock options in the subsidiary of the Company for the period from December 29, 2012 to December 31, 2012 was as follows:

	Successor
	Number of Units (In thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (In years)		Aggregate Intrinsic Value Price (In thousands)
Outstanding at December 29, 2012		—	$	—
Granted		—		—
Exercised		—		—
Canceled		—		—
Rolled over from Predecessor		1		464.80
Outstanding at December 31, 2012		1		464.80		0.08	$	2,121
Exercisable at December 31, 2012		1		464.80		0.08		2,121
Vested and expected to vest at December 31, 2012		1		464.80		0.08		2,121

The fair value of options in the Company’s subsidiary as of the Transaction date was determined to be approximately equal to the intrinsic value of the awards primarily due to the short expected term of the options.

Restricted Stock Units

As discussed in Note 2, RSUs of the Predecessor held by certain members of management were modified and automatically converted into RSUs in an indirect parent entity of the Company upon closing of the Transaction. The rollover RSUs were adjusted in connection with the Transaction in a manner such that the aggregate intrinsic value of the RSUs were the same after the closing of the Transaction as it was prior to the closing of the Transaction. In addition, due to the modification of the rollover awards, the fair value of the rollover awards was remeasured as of the Transaction date in accordance with ASC 718, Stock Compensation. Each RSU entitles the grantee to an investor interest in an indirect parent entity of the Company, or, at the

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discretion of the indirect parent entity, cash equal to the fair market value of the award at the settlement date. The rollover awards are subject to the same vesting terms and conditions as the original award granted by the Predecessor. These awards will vest over the next three to four years.

RSU activity for the period from December 29, 2012 to December 31, 2012 was as follows:

	Successor
	2012
	Number of Units (In thousands)		Weighted Average Grant Date Fair Value
Outstanding at December 29, 2012		—	$	—
Granted		—		—
Vested		—		—
Forfeited		—		—
Rolled over from Predecessor		71		154.99
Outstanding at December 31, 2012		71		154.99

Stock-Based Compensation Expense

Stock-based compensation expense for Successor awards for the period from December 29, 2012 to December 31, 2012 was immaterial. Unrecognized stock-based compensation, net of estimated forfeitures, for RSUs at December 31, 2012 was $9.4 million, which will be recognized over a weighted average period of 3.4 years. As of December 31, 2012, there was no unrecognized stock-back compensation for options; all outstanding options were fully vested.

Predecessor

Prior to the Transaction, the Predecessor had various equity incentive plans, whereby equity awards were granted to employees, officers, directors and consultants. With the exception of certain rollover awards, the vesting of all outstanding options and RSUs as of December 28, 2012 was accelerated in connection with the Transaction. All equity awards outstanding as of the Transaction date, with the exception of those awards rolled over, were converted into the right to receive an amount in cash equal to the intrinsic value of the award based on a price of $32.00 per share of the Predecessor’s common stock. The total value of awards settled in cash was $95.6 million. See Note 2 for further information regarding the Transaction.

Stock Options

Stock option activity for the period from January 1, 2012 to December 28, 2012 was as follows:

	Predecessor
	Shares (In  thousands)			Weighted Average Exercise Price
Outstanding at December 31, 2011		5,234		$	8.43
Granted		859			23.33
Exercised		(1,570	)		7.59
Canceled		(438	)		31.74
Cash settled		(2,478	)		12.40
Rolled over		(1,607	)		4.75
Outstanding at December 28, 2012		—			—

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The Predecessor estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires several estimates including an estimate of the fair value of common stock. The fair value of the Predecessor’s common stock was determined based on the closing price of the common stock on the stock option grant date. The expected term of the options was based on historical analysis of the exercise behavior of the Predecessor’s employees. The Predecessor calculated its expected volatility based on the volatilities of a peer group of publicly traded companies and the volatility of the Predecessor’s own stock. The risk-free interest rate of the option is based on the U.S. Treasury rate for the expected term of the option at the time of grant. The weighted average assumptions used in the fair value calculations were as follows:

	Predecessor
	Period from			Year Ended December 31,
	Jan. 1, 2012 to Dec.  28, 2012			2011			2010
Expected Volatility		47.5	%		42.0	%		40.0	%
Expected term (in years)		4.2			5.0			4.0
Weighted average risk-free interest rate		0.7	%		1.8	%		1.7	%
Weighted average fair value of the underlying common stock	$	23.33		$	38.96		$	17.99
Expected dividends		—			—			—

Additional information regarding options was as follows (in thousands, except per share data):

	Predecessor
	Period from Jan. 1, 2012 to Dec. 28, 2012		Year Ended December 31,
			2011		2010
Weighted average grant date fair value of options granted	$	8.86	$	15.24	$	6.00
Total intrinsic value of options exercised		34,266		83,495		43,284

Restricted Stock Units

RSU activity for the period from January 1, 2012 to December 28, 2012 was as follows (units in thousands):

	Predecessor
	2012
	Number of Units			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2011		1,280		$	28.67
Granted		1,082			24.43
Vested		(387	)		27.18
Forfeited		(163	)		26.35
Cash settled		(1,469	)		25.71
Rolled over		(343	)		30.76
Outstanding at December 28, 2012		—			—

The total fair value of RSUs that vested for the period from January 1, 2012 to December 28, 2012 and for the year ended 2011 were $10.4 million and $2.3 million, respectively. No RSUs vested in the year ended December 31, 2010.

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Summary of Stock-Based Compensation Expense

Stock-based compensation related to Predecessor awards was included in the following captions within the Consolidated Statements of Operations (in thousands) for the following periods:

	Successor		Predecessor
	Period from		Period from		Year Ended December 31,
	Dec. 29, 2012 to Dec. 31, 2012		Jan. 1, 2012 to Dec. 28, 2012		2011		2010
Cost of subscription revenues	$	—	$	896	$	446	$	194
Technology and development		—		7,758		4,555		2,091
Marketing and advertising		—		1,913		1,553		673
General and administrative		—		4,854		3,421		2,111
Transaction-related expenses		53,118		—		—		—
Total stock-based compensation expense	$	53,118	$	15,421	$	9,975	$	5,069

Stock-based compensation expense of $49.3 million incurred in the Successor period from December 29, 2012 to December 31, 2012 was due to the acceleration of vesting for outstanding Predecessor equity awards upon closing of the Transaction. In addition, the Company incurred $3.8 million of stock-based compensation expense in the Successor period from December 28, 2012 to December 31, 2012 due to the cancellation of an out-of the-money Predecessor equity award upon closing of the Transaction.

11. 401(k) PLAN

In the United States, the Company offers a savings plan (the “401(k) Plan”) that qualifies as a deferred compensation plan under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, employees can contribute a percentage of their compensation not to exceed maximum annual federal limits. The 401(k) Plan also allows for discretionary employer contributions. For the periods from December 29, 2012 to December 31, 2012 and from January 1, 2012 to December 28, 2012, the Company matched employee contributions at 100% for the first 3% of employee contributions and at 50% for the next 9% of contributions, with a maximum annual contribution of $3,000 per participant. For the year ended December 31, 2011, the Company matched employee contributions at 100% for the first 3% of employee contributions and at 50% for the next 3% of contributions, with a maximum annual contribution of $3,000 per participant. For the year ended December 31, 2010 the Company matched employee contributions at 70% of all employee contributions made, with a maximum annual contribution of $2,100 per participant. The employee’s contributions are fully vested, and the matching contributions vest on an annual basis over a four year period, beginning on the employee’s hire date, after which the contributions are fully vested. The U.S. contributions for the period from December 29, 2012 to December 31, 2012 were immaterial. The U.S. contributions were $1.4 million, $1.1 million and $0.6 million for the period from January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010, respectively. The Company also offers international employees deferred compensation plans. The Company’s contributions to these international plans were insignificant during 2012, 2011 and 2010.

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12. INTEREST AND OTHER EXPENSE, NET

Interest and other expense, net consisted of the following (in thousands):

	Successor			Predecessor
	Period from			Period from			Year Ended December 31,
	Dec. 29, 2012 to Dec. 31, 2012			Jan. 1, 2012 to Dec. 28, 2012			2011			2010
Interest expense	$	(730	)	$	(1,165	)	$	(744	)	$	(5,083	)
Interest income		—			100			155			386
Other		—			742			(637	)		439
Interest and other expense, net	$	(730	)	$	(323	)	$	(1,226	)	$	(4,258	)

13. INCOME TAXES

Income (loss) before income taxes consisted of the following (in thousands):

	Successor			Predecessor
	Period from			Period from		Year Ended December 31,
	Dec. 29, 2012 to  Dec. 31, 2012			Jan. 1, 2012 to Dec. 28, 2012		2011			2010
Income (loss) before income taxes
United States	$	(103,999	)	$	101,592	$	99,479		$	57,253
Foreign		—			10,574		(5,239	)		(905	)
Total income (loss) before income taxes	$	(103,999	)	$	112,166	$	94,240		$	56,348

The income tax provision (benefit) consisted of the following (in thousands):

	Successor			Predecessor
	Period from			Period from			Year Ended December 31,
	Dec. 29, 2012 to Dec. 31, 2012			Jan. 1, 2012 to Dec. 28, 2012			2011			2010
Current income tax:
Federal	$	(29,721	)	$	37,992		$	35,674		$	22,472
State		(1,078	)		1,867			2,092			1,048
Foreign		—			694			175			605
Total		(30,799	)		40,553			37,941			24,125
Deferred income tax:
Federal		(506	)		1,508			(4,626	)		(4,778	)
State		(19	)		(944	)		(794	)		(639	)
Foreign		—			260			(1,176	)		795
Total		(525	)		824			(6,596	)		(4,622	)
Provision (benefit) for income taxes	$	(31,324	)	$	41,377		$	31,345		$	19,503

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Total income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 35% to income before income tax expense as a result of the following (in thousands):

	Successor			Predecessor
	For the period from			For the period from			Year Ended December 31,
	Dec. 29, 2012 to Dec. 31, 2012			Jan. 1, 2012 to Dec. 28, 2012			2011			2010
Computed expected tax expense	$	(36,400	)	$	39,258		$	32,984		$	19,722
State income taxes, net of federal tax benefit		(1,230	)		1,405			1,827			1,173
Foreign taxes at rates other than 35%		—			(86	)		888			605
Transaction related expenses		5,526			759			—			70
Research and development tax credits		383			(350	)		(4,976	)		(1,888	)
Other		397			391			622			(179	)
Provision (benefit) for income taxes	$	(31,324	)	$	41,377		$	31,345		$	19,503

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows (in thousands):

	Successor			Predecessor
	December 31, 2012			December 31, 2011
Deferred tax assets:
Deferred compensation	$	15,682		$	3,942
Net operating loss carryforwards—U.S.		9,129			9,127
Net operating loss carryforwards—Foreign		1,272			1,939
Tax credits		5,525			3,074
Other accruals and reserves		3,261			3,296
Valuation allowance		(1,872	)		(1,195	)
Total gross deferred tax assets		32,997			20,183
Deferred tax liabilities:
Intangible assets		(252,004	)		(20,830	)
Content in process		(2,274	)		(4,169	)
Deferred revenue		(7,638	)		—
Depreciation differences		(4,862	)		(5,286	)
Foreign earnings		(3,407	)		—
Total gross deferred tax liabilities		(270,185	)		(30,285	)
Net deferred tax liability	$	(237,188	)	$	(10,102	)

At December 31, 2012, the Company had $9.0 and $0.1 million in tax-effected federal and state net operating loss carryforwards, respectively. The federal operating loss carryforwards, if unused, begin expiring in 2017. The state operating loss carryforwards, if unused, begin expiring in 2013. Additionally, the Company had $1.3 million in tax-effected foreign net operating loss carryforwards. These operating loss carryforwards, if unused, begin expiring in 2013. Finally, at December 31, 2012, the Company had $5.5 million in income tax credits, consisting primarily of federal and state research and development tax credits. These tax credits, if unused, begin expiring in 2018.

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In assessing whether deferred tax assets would be realized, the Company considered whether it is more likely than not that some portion or all of the deferred tax assets would not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, the Company believes it is more likely than not that it will realize the benefits of these deductible differences, net of the existing valuation allowance, as of December 31, 2012.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands):

	Successor		Predecessor
	Period from		Period from
	Dec. 29, 2012 to Dec. 31, 2012		Jan. 1, 2012 to Dec. 28, 2012			Year Ended December 31, 2011
Gross unrecognized tax benefits at beginning of period	$	4,500	$	4,240		$	913
Decreases related to lapse of statute of limitations		—		(121	)		(24	)
Increases related to tax positions taken in prior years		—		—			2,339
Increases related to tax positions taken in current year		—		463			1,012
Decreases related to settlements with taxing authorities		—		(82	)		—
Balance at end of period	$	4,500	$	4,500		$	4,240

If recognized, the unrecognized tax benefit would reduce the Company’s effective tax rate. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as income tax expense. Accrued interest and penalties related to unrecognized tax benefits were $0.2 million and $0.2 million as of December 31, 2012 and 2011, respectively. The Company has taken positions in certain taxing jurisdictions for which it is reasonably possible that the total amounts of unrecognized tax benefit may decrease within the next twelve months. The estimated range of potential decreases in the unrecognized tax benefits in the next twelve months is immaterial.

The Company files U.S. federal and various state and foreign income tax returns. With few exceptions, the Company is no longer subject to U.S. federal, state and local or foreign income tax examinations by tax authorities for years prior to 2006.

14. BUSINESS ACQUISITIONS

On August 17, 2012, the Company acquired Archives.com, a family history Web site, for $100.0 million in cash consideration plus assumed liabilities. Cash consideration of $15.0 million is being held in escrow for potential indemnification obligations; escrow cash of $7.5 million less any indemnified losses will be released on both the nine-month and 18-month anniversaries of the closing date. These amounts are classified as restricted cash and other assets on the Consolidated Balance Sheets at December 31, 2012 based on the scheduled payment dates; the related liabilities are classified as Acquisition-related liabilities and other long-term liabilities on the Consolidated Balance Sheets.

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The assets acquired and liabilities assumed were recorded based on their estimated fair values at the date of the acquisition; the fair value of the intangible assets acquired was primarily determined by using the income and cost approaches. The purchase price of this acquisition was allocated as follows:

	Fair Value Allocations			Weighted Average Useful Lives
	(in thousands)			(in years)
Assets acquired:
Restricted cash	$	4,818
Other tangible assets		3
Acquired intangible assets including content databases:
Content databases		8,100			10.0
Subscriber and partner relationships		17,200			4.0
Core technology		10,700			3.6
Trade names		3,600			10.0
Other intangible assets		1,500			3.0
Goodwill		68,085
Total assets		114,006
Liabilities assumed:
Deferred revenues		(9,100	)
Accrued expenses and other liabilities		(4,906	)
Total net assets acquired	$	100,000

The goodwill of $68.1 million represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and is expected to be deductible for tax purposes. The goodwill is primarily attributable to expected operational synergies from having a complementary offering serving a fast growing segment of the family history market. Other acquired intangible assets will be amortized over their estimated useful lives using methods that approximate the pattern in which the underlying economic benefits are consumed. The total weighted average useful life of acquired intangible assets was 5.6 years.

As a part of the acquisition, the Company assumed a $4.8 million liability to provide content to a third party. Cash of $4.8 million has been restricted to fund the costs of providing the content and will be released as the work is completed.

The total revenues of Archives.com recorded in the Consolidated Statement of Operations from December 29, 2012 to December 31, 2012 and from the acquisition date to December 28, 2012 were $0.2 million and $7.4 million, respectively. The total net operating loss of Archives.com recorded in the Consolidated Statement of Operations from December 29, 2012 to December 31, 2012 and from the acquisition date to December 29, 2012 were ($0.1) million and ($4.7) million, respectively. During the year ended December 31, 2012, the Company also completed various other acquisitions for total consideration of approximately $14.5 million in cash. These acquisitions included the purchase of the DNA assets of Sorenson Molecular Genealogy Foundation, a non-profit organization with a diverse collection of DNA samples and corresponding genealogical information; the acquisition of We’re Related, LLC, which operates the We’re Related Facebook app; and the assets of 1000memories, Inc., which helps people to digitize, organize and share photographs and family memories through its website and its ShoeBox mobile app. The assets acquired and liabilities assumed from these acquisitions were recorded based on their estimated fair values at the date of acquisition. Cash consideration of $3.1 million is currently being held as restricted cash for potential indemnification obligations and certain other requirements related to these transactions. These acquisitions were not material, either individually or in the aggregate, to the Company’s financial position or results of operations.

The fair value of all intangible assets acquired from acquisitions during the period January 1, 2012 to December 28, 2012 were revalued upon acquisition of the Predecessor by the Successor. See the Note 2 for further information regarding the Transaction.

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During the period from January 1, 2012 to December 28, 2012, the Company incurred $2.3 million of costs related to the acquisitions discussed above. These costs have been recorded in general and administrative expense in the Consolidated Statements of Operations.

15. PRO FORMA INFORMATION

The following pro forma financial information is based on the historical financial statements of the Company and presents the Company’s results as if the Transaction and Company’s acquisition of Archives.com had occurred as of January 1, 2011 (in thousands):

	Year Ended December 31,
	2012			2011
Total revenues	$	500,358		$	414,480
Net loss	$	(125,089	)	$	(176,410	)

These pro forma amounts include adjustments to reflect the additional amortization expense after the net tangible and intangible assets have been adjusted to fair value, the interest expense for the additional debt facilities described in Note 7 and the income tax effects of these adjustments. The 2012 pro forma information was also adjusted for Transaction-related expenses. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the merger had taken place on January 1, 2011 or of results that may occur in the future.

16. COMMITMENTS AND CONTINGENCIES

The Company has entered into non-cancelable operating leases for facilities and certain equipment. These leases are primarily for office space, which includes the Company’s corporate headquarters located in Provo, Utah, office space located in San Francisco, California, and office space in Dublin, Ireland. The corporate headquarters lease has remaining payments totaling $5.4 million and a term that expires in 2016, with the right to extend the lease term for an additional five years. The San Francisco lease has remaining payments totaling $15.4 million, including rent holidays, and the term expires in 2019. In June 2012, the company entered into a 10-year operating lease for office space in Dublin, Ireland. Total remaining minimum lease payments under the terms of the agreement were approximately $2.9 million. Rent expense for operating leases with escalating lease payment terms and rent holidays is recognized on a straight-line basis over the lives of the related leases. Rental expense for the period from December 29, 2012 to December 31, 2012 was immaterial. Rental expense for operating leases was approximately $4.9 million, $3.4 million and $2.7 million for the period from January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010, respectively.

The following is a schedule by year of future minimum lease payments of non-cancelable operating leases at December 31, 2012 (in thousands):

Years Ending December 31,
2013	$	5,787
2014		6,133
2015		4,950
2016		4,116
2017		3,013
Thereafter		5,854
Total minimum lease payments	$	29,853

The Company has entered into agreements with certain vendors requiring the Company to make royalty payments based on specified future product sales or relative online page views. Products include certain content

F-48

databases and proprietary genealogical information. Royalty expenses were immaterial for the period from December 29, 2012 to December 31, 2012. Royalty expense were $2.1 million, $2.2 million and $1.9 million for the period from January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010, respectively. Royalty expenses are included as a cost of subscription revenues in the Consolidated Statements of Operations.

In addition, the Company utilizes third-party providers to perform certain services and to provide goods related to its Ancestry DNA service offering. As of December 31, 2012, the Company had outstanding commitments to purchase $5.6 million of DNA-related services or goods before September 30, 2013.

Litigation

Litigation Challenging the Transaction (In re: Ancestry.com Inc. Shareholder Litigation)

Following the announcement on October 22, 2012 of the execution of the Merger Agreement, the following complaints were filed in the Delaware Court of Chancery of the State of Delaware challenging the proposed acquisition of the Company: Heck v. Sullivan, et al. (C.A. No. 7893), Smilow v. Ancestry.com Inc., et al. (C.A. No. 7987) Boca Raton Police & Firefighters’ Retirement System v. Billings, et al. (C.A. No. 7989), Pontiac General Employees Retirement System v. Billings (C.A. No. 7988), Dale G. & Donella M. Jacobs Trust v. Ancestry.com Inc., et al. (C.A. No. 8004), Palumbo et ano. Vv. Spectrum Equity Investors LP, et al. (C.A. No. 8016), Windemuth v. Ancestry.com Inc., et al. (C.A. No. 8013), Althaver v. Ancestry.com Inc., et al. (C.A. No. 8023), and Steamfitters Local 449 Pension Fund v. Ancestry.com Inc., et al. (C.A. No. 8034). Each of the actions is a putative class action filed on behalf of the public stockholders of the Predecessor and names as defendants the Company, its directors, GGI and Merger Sub. All but the Heck action also name Permira as a defendant. The Boca Raton Police & Firefighters’ Retirement System, Pontiac General Employees Retirement System, Dale G. & Donella M. Jacobs Trust, Palumbo, Windemuth, Althaver and Steamfitters Local 449 Pension Fund complaints also name Howard Hochhauser and Spectrum as defendants. All of these actions have been consolidated as In re: Ancestry.com Inc. Shareholder Litigation (Consolidated C.A. No. 7988). The complaints generally allege that the individual defendants breached their fiduciary duties in connection with their consideration and approval of the Merger and that the entity defendants aided and abetted those breaches. The complaints seek, among other relief, declaratory and injunctive relief enjoining the Acquisition. On December 17, 2012, the Delaware Court of Chancery heard argument in In re: Ancestry.com Inc. Shareholder Litigation on plaintiffs’ motion to preliminarily enjoin the proposed merger between the Predecessor and Merger Sub and the upcoming special meeting of the Predecessor’s stockholders that was to be held to vote on the Merger. At the conclusion of the hearing, the Court required that the Predecessor disclose certain information before the special meeting of the Predecessor’s stockholders could proceed and otherwise denied the substantive aspects of the motion for a preliminary injunction. The information required to be disclosed by the Court was disclosed on December 19, 2012 and the Merger was consummated on December 28, 2012. The litigation has continued following the consummation of the transaction, and the Court has entered a scheduling order requiring the filing of an amended complaint on or before March 8, 2013.

The litigation has continued following the consummation of the Merger. On March 8, 2013, the plaintiffs filed an amended complaint. The amended complaint, like the original operative complaint, names Ancestry, the members of Ancestry’s then-board of directors, Ancestry’s Chief Executive Officer and Chief Financial Officer, Permira, Global Generations International Inc., Global Generations Merger Sub Inc. and entities associated with Spectrum as defendants. The amended complaint generally alleges that Ancestry’s then-board of directors, its Chief Executive Officer and Chief Financial Officer and the entities associated with Spectrum breached their fiduciary duties in connection with their consideration and approval of the merger transaction and that Ancestry filed a materially false and misleading proxy in connection with the Merger. In addition, the amended complaint alleges that Permira and its affiliated entities aided and abetted the above-described alleged breaches of fiduciary duty. The amended complaint seeks compensatory damages and an award of the costs and disbursements incurred in the litigation.

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Appraisal Litigation (Merion Capital, L.P. v. Ancestry.com, Inc. and Merlin Partners LP, and The Ancora Merger Arbitrage Fund, LP v. Ancestry.com Inc.)

Following the consummation of the Transaction, three former shareholders, who, combined, owned 1.4 million shares of our Predecessor’s common stock have instituted two separate appraisal proceedings in the Court of Chancery of the State of Delaware pursuant to Del. C. § 262: Merion Capital, L.P. v. Ancestry.com, Inc. (C.A. No. 8173) and Merlin Partners LP et al. v. Ancestry.com Inc. (C.A. No. 8175). The two appraisal petitions allege that the $32 per share price paid to our Predecessor’s shareholders in the Transaction did not represent the fair value of the Company on the date the Transaction was consummated.

In view of the inherent difficulty of predicting the outcome of such litigation, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, we generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what any loss related to each pending matter may be. With respect to our outstanding legal matters, we believe that we have substantial defenses to the claims asserted by the claimants in the litigations to which we are a party. Based on our current knowledge, we do not believe that a loss, if any, arising from the pending matters should have a material adverse effect on our consolidated financial position. However, in light of the inherent uncertainties involved in these matters, some of which are beyond our control, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could have a material adverse impact on the Company’s results of operations, liquidity or cash flows.

The Company is party to various legal proceedings and other claims that arise in the ordinary course of business or otherwise in the future. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. While the Company cannot assure the ultimate outcome of any legal proceeding or contingency in which it is or may become involved, the Company does not believe that any pending legal claim or proceeding arising in the ordinary course will be resolved in a manner that would have a material adverse effect on its business. Although the Company considers the likelihood of such an outcome to be remote, if one or more these legal matters resulted in an adverse money judgment against the Company, such a judgment could have a material adverse effect on its operating results and financial conditions.

17. GEOGRAPHIC INFORMATION

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. For the periods December 29, 2012 to December 31, 2012 and January 1, 2012 to December 28, 2012 and for the years ended December 31, 2011 and 2010, the Company was organized as, and operated in, one reportable segment. The chief operating decision maker, reviews financial information on a consolidated basis, including the results of businesses acquired, accompanied by disaggregated information of subscription revenue by geographic region for purposes of allocating resources and evaluating performance.

The Company’s assets were primarily located in the United States and not allocated to any specific region. Subscription revenues were attributed by geographic location based on the location of the customer. The following presents subscription revenue by geographic region (in thousands):

	Successor		Predecessor
	Period from		Period from		Year Ended December 31,
	Dec. 29, 2012 to  Dec. 31, 2012		Jan. 1, 2012 to Dec.  28, 2012		2011		2010
United States	$	2,407	$	340,448	$	282,885	$	212,346
United Kingdom		381		53,893		47,539		40,929
All other countries		406		57,403		46,940		28,395
Total subscription revenues	$	3,194	$	451,744	$	377,364	$	281,670

F-50

18. RELATED PARTIES

As of December 31, 2012, the Company owed $15.3 million to the Permira funds, one of the Sponsors, for advisory fees related to the Transaction. This amount was paid in full in February 2013.

19. SUBSEQUENT EVENTS

On January 2, 2013, the American Taxpayer Relief Act of 2012 was enacted which retroactively reinstated and extended the Federal Research and Development Tax Credit (Federal R&D Tax Credit) from January 1, 2012 to December 31, 2013, in addition to other extenders. As a result, the Company expects its income tax provision for the first quarter of calendar year 2013 will include a discrete tax benefit between $3.0 to 4.0 million.

The Company has evaluated subsequent events through March 25, 2013, the date the financial statements were available to be issued. There were no other subsequent events that have occurred through that date which has not already been reflected in these financial statements and/or disclosed in the notes to these financial statements.

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

In December 2012, in connection with the Transaction, the Issuer issued $300.0 million of fixed rate 11.0% Notes due in December 2020. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Ancestry.com LLC (the “Parent”) and by certain of our direct and indirect restricted subsidiaries (“Guarantor Subsidiaries”) in accordance with the indenture. All other subsidiaries that do not guarantee the notes are “Non-Guarantors”. Each subsidiary is 100% owned directly or indirectly by the Parent and there are no significant restrictions on the ability of the Parent or any of the Guarantor Subsidiaries to obtain funds from its subsidiaries by dividend or loan. We conduct substantially all of our business through our subsidiaries. In servicing payments to be made on the Notes and other indebtedness we will rely on cash flows from these subsidiaries. See Note 5 for further information regarding the Notes.

The Guarantor Subsidiaries are exempt from reporting under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12h-5 under the Exchange Act. As such, we are presenting the following condensed consolidating balance sheets, statements of operations, statements of comprehensive income (loss) and statements of cash flows as set forth below of the Parent, Issuer, Guarantor Subsidiaries and the Non-Guarantors.

Basis of Presentation

The same accounting policies as described in the consolidated financial statements are used by each entity in the condensed consolidating financial statements, except for the use of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation. Consolidating entries and eliminations in the following condensed consolidating financial statements represent adjustments to (a) eliminate intercompany transactions between or among the Parent, the Guarantor Subsidiaries and the Non-Guarantors, (b) eliminate the investments in subsidiaries and (c) record consolidating entries.

All direct and indirect domestic subsidiaries are included in Ancestry.com Inc.’s consolidated U.S. tax return. In the condensed consolidating financial statements, tax expense has been allocated based on each such domestic subsidiary’s relative pretax income to the consolidated pretax income.

Certain transfers of cash between subsidiaries and their parent companies and intercompany dividends are reflected as cash flows from financing activities in the accompanying condensed consolidating statements of cash flows. All other intercompany activity is reflected in cash flows from operations.

Management believes that the allocations and adjustments noted above are reasonable. However, such allocations and adjustments may not be indicative of the actual amounts that would have been incurred had the Parent, Guarantor Subsidiaries and Non-Guarantors operated independently.

F-51

ANCESTRY.COM LLC

CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)

December 31, 2012 (Successor)

	Parent		Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Elimination			Total
ASSETS
Total current assets	$	—	$	68,838	$	103,146		$	10,234	$	—		$	182,218
Property and equipment, net		—		—		27,255			558		—			27,813
Content databases, net		—		—		269,963			1,021		—			270,984
Intangible assets, net		—		—		600,628			—		—			600,628
Goodwill		—		—		944,818			801		—			945,619
Investment in subsidiary		609,346		1,513,942		626,375			13,671		(2,763,334	)		—
Other assets		—		37,769		12,211			212		—			50,192
Total assets	$	609,346	$	1,620,549	$	2,584,396		$	26,497	$	(2,763,334	)	$	2,077,454
LIABILITIES AND MEMBER’S INTERESTS
Total current liabilities	$	—	$	74,456	$	201,930		$	6,435	$	—		$	282,821
Intercompany balances		—		—		(2,964	)		2,964		—			—
Long-term debt, net		—		936,797		—			—		—			936,797
Deferred income taxes		—		—		235,167			—		—			235,167
Other long-term liabilities		—		—		13,305			18		—			13,323
Total liabilities		—		1,011,253		447,438			9,417		—			1,468,108
Total member’s interests		609,346		609,296		2,136,958			17,080		(2,763,334	)		609,346
Total liabilities and member’s interests	$	609,346	$	1,620,549	$	2,584,396		$	26,497	$	(2,763,334	)	$	2,077,454

December 31, 2011 (Predecessor)

	Parent		Issuer		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Elimination			Total
ASSETS
Total current assets	$	—	$	2,438	$	59,072		$	11,320	$	—		$	72,830
Property and equipment, net		—		—		21,272			429		—			21,701
Content databases, net		—		—		74,362			2,284		—			76,646
Intangible assets, net		—		—		16,547			1,047		—			17,594
Goodwill		—		—		298,193			4,229		—			302,422
Investment in subsidiary		—		307,543		16.856			1,853		(326,252	)		—
Other assets		—		—		2,579			77		—			2,656
Total assets	$	—	$	309,981	$	488,881		$	21,239	$	(326,252	)	$	493,849
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	—	$	36	$	156,400		$	6,760	$	—		$	163,196
Intercompany balances		—		—		(4,739	)		4,739		—			—
Intercompany loans		—		—		—			—		—			—
Long-term debt, net		—		—		—			—		—			—
Deferred income taxes		—		—		14,441			484		—			14,925
Other long-term liabilities		—		—		5,168			51		—			5,219
Total liabilities		—		36		171,270			12,034		—			183,340
Total stockholders’ equity		—		309,945		317,611			9,205		(326,252	)		310,509
Total liabilities and stockholders’ equity	$	—	$	309,981	$	488,881		$	21,239	$	(326,252	)	$	493,849

F-52

ANCESTRY.COM LLC

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(In thousands)

Period from December 29, 2012 to December 31, 2012 (Successor)

	Parent			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Elimination			Total
Total revenues	$	—		$	—		$	3,436		$	199		$	(177	)	$	3,458
Total cost of revenues		—			7			958			35			(177	)		823
Gross profit (loss)		—			(7	)		2,478			164			—			2,635
Operating expenses:
Technology and development		—			64			566			12			—			642
Marketing and advertising		—			16			1,015			114			—			1,145
General and administrative		—			48			303			30			—			381
Amortization of acquired intangible assets		—			—			1,466			6			—			1,472
Transaction related expenses		—			55,024			47,023			217			—			102,264
Total operating expenses		—			55,152			50,373			379			—			105,904
Loss from operations		—			(55,159	)		(47,895	)		(215	)		—			(103,269	)
Interest and other expense, net		—			(730	)		—			—			—			(730	)
Loss before income taxes		—			(55,889	)		(47,895	)		(215	)		—			(103,999	)
Income tax (expense) benefit		—			20,399			10,958			(33	)		—			31,324
Loss before loss from subsidiaries		—			(35,490	)		(36,937	)		(248	)		—			(72,675	)
Loss from subsidiaries		(72,675	)		(37,185	)		(73,152	)		(230	)		183,242			—
Net loss	$	(72,675	)	$	(72,675	)	$	(110,089	)	$	(478	)	$	183,242		$	(72,675	)

Period from January 1, 2012 to December 28, 2012 (Predecessor)

	Parent		Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Elimination			Total
Total revenues	$	—	$	—		$	480,878		$	24,206		$	(21,457	)	$	483,627
Total cost of revenues		—		889			102,110			4,361			(21,457	)		85,903
Gross profit (loss)		—		(889	)		378,768			19,845			—			397,724
Operating expenses:
Technology and development		—		7,693			68,440			1,379			—			77,512
Marketing and advertising		—		1,897			122,474			13,702			—			138,073
General and administrative		—		5,819			36,320			3,856			—			45,995
Amortization of acquired intangible assets		—		—			15,897			654			—			16,551
Transaction related expenses		—		—			7,104			—			—			7,104
Total operating expenses		—		15,409			250,235			19,591			—			285,235
Income (loss) from operations		—		(16,298	)		128,533			254			—			112,489
Interest and other expense, net		—		(11	)		(312	)		—			—			(323	)
Income (loss) before income taxes		—		(16,309	)		128,221			254			—			112,166
Income tax (expense) benefit		—		5,953			(47,312	)		(18	)		—			(41,377	)
Income (loss) before income from subsidiaries		—		(10,356	)		80,909			236			—			70,789
Income from subsidiaries		—		81,145			107,123			36,095			(224,363	)		—
Net income	$	—	$	70,789		$	188,032		$	36,331		$	(224,363	)	$	70,789

F-53

ANCESTRY.COM LLC

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(In thousands)

Year Ended December 31, 2011 (Predecessor)

	Parent		Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Elimination			Total
Total revenues	$	—	$	—		$	395,777		$	28,110		$	(24,226	)	$	399,661
Total cost of revenues		—		446			85,561			4,727			(24,226	)		66,508
Gross profit (loss)		—		(446	)		310,216			23,383			—			333,153
Operating expenses:
Technology and development		—		4,554			50,956			2,735			—			58,245
Marketing and advertising		—		1,553			106,259			15,185			—			122,997
General and administrative		—		4,331			30,202			5,201			—			39,734
Amortization of acquired intangible assets		—		—			15,768			943			—			16,711
Total operating expenses		—		10,438			203,185			24,064			—			237,687
Income (loss) from operations		—		(10,884	)		107,031			(681	)		—			95,466
Interest and other expense, net		—		(76	)		(931	)		(219	)		—			(1,226	)
Income (loss) before income taxes		—		(10,960	)		106,100			(900	)		—			94,240
Income tax (expense) benefit		—		4,000			(35,068	)		(277	)		—			(31,345	)
Income (loss) before income (loss) from subsidiaries		—		(6,960	)		71,032			(1,177	)		—			62,895
Income (loss) from subsidiaries		—		69,855			(3,468	)		(2,290	)		(64,097	)		—
Net income (loss)	$	—	$	62,895		$	67,564		$	(3,467	)	$	(64,097	)	$	62,895

Year Ended December 31, 2010 (Predecessor)

	Parent		Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Elimination			Total
Total revenues	$	—	$	—		$	297,898		$	19,568		$	(16,535	)	$	300,931
Total cost of revenues		—		194			64,628			3,820			(16,535	)		52,107
Gross profit (loss)		—		(194	)		233,270			15,748			—			248,824
Operating expenses:
Technology and development		—		2,092			37,997			2,207			—			42,296
Marketing and advertising		—		675			84,150			9,748			—			94,573
General and administrative		—		3,000			28,155			4,235			—			35,390
Amortization of acquired intangible assets		—		—			15,449			510			—			15,959
Total operating expenses		—		5,767			165,751			16,700			—			188,218
Income (loss) from operations		—		(5,961	)		67,519			(952	)		—			60,606
Interest and other income (expense), net		—		—			(4,305	)		47			—			(4,258	)
Income (loss) before income taxes		—		(5,961	)		63,214			(905	)		—			56,348
Income tax (expense) benefit		—		2,176			(21,074	)		(605	)		—			(19,503	)
Income (loss) before income (loss) from subsidiaries		—		(3,785	)		42,140			(1,510	)		—			36,845
Income (loss) from subsidiaries		—		40,630			(1,510	)		—			(39,120	)		—
Net income (loss)	$	—	$	36,845		$	40,630		$	(1,510	)	$	(39,120	)	$	36,845

F-54

ANCESTRY.COM LLC

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Period from December 29, 2012 to December 31, 2012 (Successor)

	Parent			Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Elimination		Total
Net loss	$	(72,675	)	$	(72,675	)	$	(110,089	)	$	(478	)	$	183,242	$	(72,675	)
Other comprehensive income:
Unrealized gain on short-term investments		—			—			—			—			—		—
Foreign currency translation adjustments		—			—			—			—			—		—
Other comprehensive income (loss)		—			—			—			—			—		—
Total comprehensive loss	$	(72,675	)	$	(72,675	)	$	(110,089	)	$	(478	)	$	183,242	$	(72,675	)

Period from January 1, 2012 to December 28, 2012 (Predecessor)

	Parent		Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Elimination			Total
Net income	$	—	$	70,789	$	188,032	$	36,331	$	(224,363	)	$	70,789
Other comprehensive income:
Unrealized gain on short-term investments		—		—		—		—		—			—
Foreign currency translation adjustments		—		—		—		381		—			381
Other comprehensive income		—		—		—		381		—			381
Total comprehensive income	$	—	$	70,789	$	188,032	$	36,712	$	(224,363	)	$	71,170

F-55

ANCESTRY.COM LLC

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

Year Ended December 31, 2011 (Predecessor)

	Parent		Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Elimination			Total
Net income (loss)	$	—	$	62,895	$	67,564	$	(3,467	)	$	(64,097	)	$	62,895
Other comprehensive loss:
Unrealized gain on short-term investments		—		—		—		—			—			—
Foreign currency translation adjustments		—		—		—		(79	)		—			(79	)
Other comprehensive loss		—		—		—		(79	)		—			(79	)
Total comprehensive income (loss)	$	—	$	62,895	$	67,564	$	(3,546	)	$	(64,097	)	$	62,816

Year Ended December 31, 2010 (Predecessor)

	Parent		Issuer		Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Elimination			Total
Net income (loss)	$	—	$	36,845	$	40,630	$	(1,510	)	$	(39,120	)	$	36,845
Other comprehensive income:
Unrealized gain on short-term investments		—		—		41		—			—			41
Foreign currency translation adjustments		—		—		—		643			—			643
Other comprehensive income		—		—		41		643			—			684
Total comprehensive income (loss)	$	—	$	36,845	$	40,671	$	(867	)	$	(39,120	)	$	37,529

F-56

ANCESTRY.COM LLC

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)

Period from December 29, 2012 to December 31, 2012 (Successor)

	Parent			Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Elimination		Total
Net cash used in operating activities	$	—		$	(30,851	)	$	(54,484	)	$	—	$	—	$	(85,335	)
Investing activities:
Acquisitions of businesses, net of cash acquired		—			(1,352,744	)		—			—		—		(1,352,744	)
Net cash used in investing activities		—			(1,352,744	)		—			—		—		(1,352,744	)
Financing activities:
Proceeds from issuance of long-term debt		—			943,200			—			—		—		943,200
Payment of deferred financing costs		—			(38,033	)		—			—		—		(38,033	)
Excess tax benefits from stock-based awards activity		—			—			13,145			—		—		13,145
Member’s capital contribution		555,418			—			—			—		—		555,418
Proceeds (payments) on intercompany investments, net		(555,418	)		478,898			70,264			6,256		—		—
Net cash provided by financing activities		—			1,384,065			83,409			6,256		—		1,473,730
Effect of changes in foreign currency exchange rates on cash and cash equivalents		—			—			—			—		—		—
Net increase in cash and cash equivalents		—			470			28,925			6,256		—		35,651
Cash and cash equivalents at beginning of period, less cash acquired		—			—			—			—		—		—
Cash and cash equivalents at end of period	$	—		$	470		$	28,925		$	6,256	$	—	$	35,651

Period from January 1, 2012 to December 28, 2012 (Predecessor)
	Parent		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination		Total
Net cash (used in) provided by operating activities	$	—	$	4,621		$	150,217		$	(1,337	)	$	—	$	153,501
Investing activities:
Capitalization of content databases		—		—			(23,538	)		—			—		(23,538	)
Purchases of property and equipment		—		—			(20,389	)		(387	)		—		(20,776	)
Acquisitions of businesses, net of cash acquired		—		—			(114,506	)		—			—		(114,506	)
Net cash used in investing activities		—		—			(158,433	)		(387	)		—		(158,820	)
Financing activities:
Proceeds from exercise of stock options		—		11,922			—			—			—		11,922
Taxes paid related to net share settlement of stock-based awards		—		—			(3,247	)		—			—		(3,247	)
Proceeds from issuance of long-term debt		—		—			70,000			—			—		70,000
Principal payments on debt		—		—			(80,000	)		—			—		(80,000	)
Excess tax benefits from stock-based awards activity		—		—			10,178			322			—		10,500
Repurchases of common stock		—		(12,832	)		—			—			—		(12,832	)
Proceeds (payments) on intercompany investments, net		—		(5,244	)		5,448			(204	)		—		—
Net cash provided by (used in) financing activities		—		(6,154	)		2,379			118			—		(3,657	)
Effect of changes in foreign currency exchange rates on cash and cash equivalents		—		—			—			29			—		29
Net decrease in cash and cash equivalents		—		(1,533	)		(5,837	)		(1,577	)		—		(8,947	)
Cash and cash equivalents at beginning of period		—		2,003			39,162			7,833			—		48,998
Cash and cash equivalents at end of period	$	—	$	470		$	33,325		$	6,256		$	—	$	40,051

F-57

ANCESTRY.COM LLC

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)

Year Ended December 31, 2011 (Predecessor)

	Parent		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination		Total
Net cash provided by (used in) operating activities	$	—	$	88,385		$	39,695		$	2,952		$	—	$	131,032
Investing activities:
Capitalization of content databases		—		—			(20,404	)		(4	)		—		(20,408	)
Purchases of property and equipment		—		—			(13,638	)		(257	)		—		(13,895	)
Net cash used in investing activities		—		—			(34,042	)		(261	)		—		(34,303	)
Financing activities:
Proceeds from exercise of stock options		—		13,881			—			—			—		13,881
Taxes paid related to net share settlement of stock-based awards		—		—			(1,054	)		—			—		(1,054	)
Proceeds from issuance of long-term debt		—		—			10,000			—			—		10,000
Excess tax benefits from stock-based awards activity		—		—			26,041			—			—		26,041
Repurchases of common stock		—		(162,168	)		—			—			—		(162,168	)
Proceeds (payments) on intercompany investments, net		—		59,692			(61,030	)		1,338			—		—
Net cash provided by (used in) financing activities		—		(88,595	)		(26,043	)		1,338			—		(113,300	)
Effect of changes in foreign currency exchange rates on cash and cash equivalents		—		—			—			50			—		50
Net increase (decrease) in cash and cash equivalents		—		(210	)		(20,390	)		4,079			—		(16,521	)
Cash and cash equivalents at beginning of period		—		2,213			59,552			3,754			—		65,519
Cash and cash equivalents at end of period	$	—	$	2,003		$	39,162		$	7,833		$	—	$	48,998
Year Ended December 31, 2010 (Predecessor)
	Parent		Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Elimination		Total
Net cash provided by (used in) operating activities	$	—	$	13,487		$	91,928		$	526		$	—	$	105,941
Investing activities:
Capitalization of content databases		—		—			(13,831	)		(43	)		—		(13,874	)
Purchases of property and equipment		—		—			(12,782	)		(186	)		—		(12,968	)
Acquisitions of businesses, net of cash acquired		—		—			(7,815	)		(6,816	)		—		(14,631	)
Purchases of short-term investments		—		—			(7,193	)		—			—		(7,193	)
Proceeds from sale and maturity of short-term investments		—		—			40,565			—			—		40,565
Net cash used in investing activities		—		—			(1,056	)		(7,045	)		—		(8,101	)
Financing activities:
Proceeds from exercise of stock options		—		13,504			—			—			—		13,504
Principal payments on debt		—		—			(100,025	)		—			—		(100,025	)
Deferred financing costs from issuance of credit facility		—		—			(733	)		—			—		(733	)
Excess tax benefits from stock-based awards activity		—		—			12,948			—			—		12,948
Repurchases of common stock		—		(25,000	)		—			—			—		(25,000	)
Proceeds (payments) on intercompany investments, net		—		—			(7,682	)		7,682			—		—
Net cash provided by (used in) financing activities		—		(11,496	)		(95,492	)		7,682			—		(99,306	)
Effect of changes in foreign currency exchange rates on cash and cash equivalents		—		—			—			44			—		44
Net increase (decrease) in cash and cash equivalents		—		1,991			(4,620	)		1,207			—		(1,422	)
Cash and cash equivalents at beginning of period		—		222			64,172			2,547			—		66,941
Cash and cash equivalents at end of period	$	—	$	2,213		$	59,552		$	3,754		$	—	$	65,519

F-58

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors

and Members of

Inflection LLC

We have audited the accompanying statement of assets acquired and liabilities assumed as of December 31, 2011, and the related statement of revenue and direct expenses for the year then ended of the Family History Business of Inflection LLC (the Company). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying financial statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission in lieu of the full financial statements required by Rule 3-05 of Regulation S-X, as described in Note 1, and are not intended to be a complete presentation of the financial position or the results of operations of the Company.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets acquired and liabilities assumed of the Company as of December 31, 2011, and the revenue and direct expenses for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ MOHLER, NIXON & WILLIAMS

Accountancy Corporation

Campbell, California

September 5, 2012

F-59

Family History Business of Inflection LLC

Statements of Assets Acquired and Liabilities Assumed

(In thousands)

	June 30, 2012			December 31, 2011
	(unaudited)
Assets acquired:
Current assets:
Prepaid expenses	$	17		$	49
Other current assets		4,999			5,000
Total current assets acquired		5,016			5,049
Content database costs, net		6,467			5,311
Intangible assets, net		353			455
Total assets acquired	$	11,836		$	10,815
Liabilities assumed:
Current liabilities
Accrued expenses	$	4,999		$	4,999
Deferred revenue		11,085			7,989
Other current liabilities		79			59
Total liabilities assumed		16,163			13,047
Net liabilities assumed	$	(4,327	)	$	(2,232	)

See accompanying notes to financial statements

F-60

Family History Business of Inflection LLC

Statements of Revenue and Direct Expenses

(In thousands)

	Six Months Ended June 30,						Year Ended December 31, 2011
	2012			2011
	(unaudited)
Revenue	$	10,206		$	6,570		$	14,819
Direct expenses:
Content and support		1,887			1,022			2,215
Product development		2,536			1,534			3,507
Marketing		7,036			4,308			10,314
General and administrative		865			323			706
Total direct expenses		12,324			7,187			16,742
Deficiency of revenue under direct expenses	$	(2,118	)	$	(617	)	$	(1,923	)

See accompanying notes to financial statements

F-61

Family History Business of Inflection LLC

Notes to Financial Statements

Six months ended June 30, 2012 and 2011 (unaudited) and year ended December 31, 2011

1. Description of Business and Basis of Presentation

On April 25, 2012, Ancestry.com Operations, Inc. (Ancestry), a Delaware corporation, entered into an Asset Purchase Agreement with Inflection LLC, a Nevada limited liability corporation, to acquire the family history business, offering family history services and products, conducted by Inflection LLC (the Family History Business of Inflection LLC). The transaction closed on August 17, 2012. The purchase price was $100,000,000 plus assumed liabilities. Ancestry paid $85,000,000 at closing and deposited $15,000,000 in an escrow account to be managed and paid out by the escrow agent pursuant to the terms of the Asset Purchase Agreement and Escrow Agreement. The accompanying statements of assets acquired and liabilities assumed of the Family History Business of Inflection LLC as of June 30, 2012 (unaudited) and December 31, 2011 and the related statements of revenue and direct expenses for the six months ended June 30, 2012 (unaudited) and 2011 (unaudited) and for the year ended December 31, 2011 (collectively, the “Financial Statements”) have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission in lieu of the full financial statements required by Rule 3-05 of Regulation S-X, and are not intended to be a complete presentation of the financial position or the results of operations of the Company.

The Financial Statements have been prepared from the historical accounting records maintained by Inflection LLC and on the basis of the accounting policies and procedures as described in Note 2—Summary of Significant Accounting Policies. Historically, the Family History Business of Inflection LLC was not a separate legal entity or subsidiary of Inflection LLC and was not operated or accounted for as a standalone business.

The accompanying statements of revenue and direct expenses reflect revenues and related content and support, product development, marketing, and general and administrative expenses specifically identified to the Family History Business of Inflection LLC. Direct expenses include labor, employee benefits, depreciation, rent, utilities, other expenses, and allocations of certain overhead expenses specifically identifiable to the Family History Business of Inflection LLC. The statements of revenue and direct expenses exclude costs that are not directly related to the Family History Business of Inflection LLC, including interest income. The accompanying statements of assets acquired and liabilities assumed reflect the assets acquired and the liabilities assumed by Ancestry pursuant to the Asset Purchase Agreement.

2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information—The statement of assets acquired and liabilities assumed as of June 30, 2012 and the statements of revenue and direct expenses for the six months ended June 30, 2012 and 2011 and the related notes are unaudited and, in the opinion of management, reflect all adjustments necessary for a fair presentation for the interim periods presented.

Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets acquired and liabilities assumed and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and direct expenses during the reporting period. Actual results could differ from those estimates.

Restricted cash—As of December 31, 2011 and June 30, 2012, other assets included restricted cash of approximately $5,000,000 and $4,999,000 (unaudited), respectively. As of December 31, 2011 and June 30, 2012, restricted cash consists principally of cash held in an escrow account to comply with contractual stipulations related to the Company’s obligation to digitize family history records.

F-62

Family History Business of Inflection LLC

Notes to Financial Statements

Six months ended June 30, 2012 and 2011 (unaudited) and year ended December 31, 2011

Content database costs—Content database costs include the costs to acquire or license data, costs incurred by our employees or by third parties to scan the content, and costs to have the content keyed and indexed in order to be searchable. These costs are amortized on a straight-line basis over the useful life of the data. In order to estimate the useful life of any acquired data, the Company considers several factors including: 1) the type of data acquired, 2) whether the data becomes stale over time, 3) to what extent the data will be replaced by updated data over time, 4) whether the stale data continues to have value as historical data, 5) whether a license places restrictions on the use of the data and 6) the term of the license.

Among the most utilized content in the Company’s databases is the United States census records which are released by government entities every ten years. The Company amortizes family history content database costs on a straight-line basis over the shorter of the term of the license or ten years after the content is released for viewing on the Company’s websites.

Intangible assets—The Company capitalizes costs incurred to acquire domain names or URLs, which include the initial registration fees, and amortizes the costs over the expected useful life of three years on a straight-line basis.

Revenue recognition—The Company recognizes revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the selling price is fixed or determinable and (iv) collectability is reasonably assured.

The Company sells its information search services to customers on pay-per-use, prepaid credits and subscription basis. Customers typically pay at the time of purchase by credit or debit card. The results of search services are delivered to customers over the internet.

Deferred revenues are recorded when payments are received from customers for prepaid credits in advance of delivery and amortized into revenues as the reports are delivered. Revenues from the sale of subscriptions are recognized on a straight-line basis over the term of the subscription period, usually 12 months. Revenues from the sale of pay-per-use search services are recognized at the time of delivery, usually immediately after credit or debit card authorization is obtained.

Revenue related to the delivery of the information report is usually recognized upon initial sale and revenue attributable to the subscription is recognized ratably over the subscription period, usually 12 months.

The Company records an allowance for estimated returns, as a reduction of revenues, in the same period the related revenues are recorded. As of December 31, 2011 and June 30, 2012, other current liabilities included an allowance for estimated returns of approximately $59,000 and $79,000 (unaudited), respectively. This estimated allowance is based on historical return rates and other known factors. The returns can be either voluntarily authorized by the Company at the customer’s request or can be initiated by customers through their credit or debit card issuer in the form of a chargeback, which is a reversal of the original transaction based on a customer dispute. The timeframe to initiate a chargeback varies by issuer; however, it is generally limited to a maximum of 180 days from the date of original sale. Federal laws limit the timeframe to challenge credit card charges for customer disputes to one year from the date of transaction. Historically, substantially all of the Company’s voluntary returns, as well as chargebacks, occurred within three months from the original sale.

Content and support—Content and support costs consist of content, payment processing, website maintenance and customer support costs. Content costs consist of fees paid to third parties for content and amortization of content databases. Payment processing costs consist of transaction processing fees that are

F-63

Family History Business of Inflection LLC

Notes to Financial Statements

Six months ended June 30, 2012 and 2011 (unaudited) and year ended December 31, 2011

incurred for debit and credit card processing. Website maintenance costs consist of expenses incurred by network operations, including, depreciation of network equipment, data center lease and operating costs and bandwidth fees. Customer support costs reflect compensation-related expenses for call center employees. Content and support costs also include allocated facilities and other overhead costs.

Product development—Product development expense consists primarily of research and development activities to develop new service offerings and enhance existing service offerings. This cost includes compensation-related expense, allocated facilities and other overhead costs.

Marketing—Marketing expense consists of advertising and marketing programs and compensation and related expenses for marketing personnel. The majority of marketing expense is related to online advertising and marketing initiatives to attract visitors to the Company’s websites and sell its services. Online advertising and marketing relationships require the Company to make payments according to revenue-sharing, cost-per-click (CPC), cost-per-thousand impressions (CPM) or fixed-fee pay structures.

General and administrative—General and administrative expense consists of compensation-related expense, costs of legal, consulting and accounting services, allocated facilities and other overhead costs, state and local taxes and insurance costs.

Subsequent events—The Company has evaluated subsequent events through September 5, 2012, which is the date the financial statements were released, and determined that no other subsequent events had occurred which required adjustment disclosure within these financial statements.

3. Balance Sheet Components

Content database costs, net—content database costs and accumulated amortization consisted of the following (in thousands):

			As of
	Useful Life		June 30, 2012			December 31, 2011
			(unaudited)
Capitalized content database costs		1-10 years	$	6,555		$	5,072
Capitalized content database costs not yet placed in service				338			349
Capitalized content database costs, gross				6,893			5,421
Less: Accumulated amortization				(426	)		(110	)
Capitalized content database costs, net			$	6,467		$	5,311

Amortization expense included in the accompanying statements of revenue and direct expenses was $316,000 and $2,000 for the six months ended June 30, 2012 and 2011 (unaudited), respectively, and $110,000 for the year ended December 31, 2011.

F-64

Intangible assets, net—Intangible assets and accumulated amortization consisted of the following (in thousands):

			As of
	Useful Life		June 30, 2012			December 31, 2011
			(unaudited)
Domain names		3 years	$	611		$	611
Less: Accumulated amortization				(258	)		(156	)
Intangibles assets, net			$	353		$	455

Amortization expense included in the accompanying statements of revenue and direct expenses was $101,000 and $31,000 for the six months ended June 30, 2012 and 2011 (unaudited), respectively, and $101,000 for the year ended December 31, 2011.

Accrued expenses—Accrued expenses consisted of the followings (in thousands):

	As of
	June 30, 2012		December 31, 2011
	(unaudited)
Accrued content digitization obligations	$	4,999	$	4,999
Total accrued expenses	$	4,999	$	4,999

4. Cash Flow Information

As the Family History Business of Inflection LLC was historically managed as a part of Inflection LLC and did not operate as a standalone entity, it is not practical to prepare historical cash flow information reflecting Inflection’s family history business operating, investing, and financing cash flows, nor would the information be meaningful.

Family History Business of Inflection LLC

Notes to Financial Statements

Six months ended June 30, 2012 and 2011 (unaudited) and year ended December 31, 2011

F-65

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20 Indemnification of Directors and Officers.

Delaware

Ancestry US Holdings Inc. and Ancestry.com Operations Inc. (the “Delaware Corporation Co-registrants”) are incorporated under the laws of the state of Delaware. Section 145 of the Delaware General Corporation Law authorizes a corporation to indemnify its directors, officers, employees and agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement reasonably incurred, including liabilities under the Securities Act, provided they act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful, although in the case of proceedings brought by or on behalf of the corporation, such indemnification is limited to expenses and is not permitted if the individual is adjudged liable to the corporation (unless the Delaware Court of Chancery or the court in which such proceeding was brought determines otherwise in accordance with the Delaware General Corporation Law). Section 102 of the Delaware General Corporation Law authorizes a corporation to limit or eliminate its directors’ liability to the corporation or its stockholders for monetary damages for breaches of fiduciary duties, other than for (i) breaches of the duty of loyalty, (ii) acts or omissions not in good faith or that involve intentional misconduct or knowing violations of law, (iii) unlawful payments of dividends, stock purchases or redemptions or (iv) transactions from which a director derives an improper personal benefit. Our certificate of incorporation contains such a provision.

Section 145 of the Delaware General Corporation Law authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against and incurred by such person in any such capacity, or arising out of such person’s status as such. The Company has obtained liability insurance covering its directors and officers for claims asserted against them or incurred by them in such capacity, including claims brought under the Securities Act.

The Company, Ancestry International Holdings LLC, Ancestry International LLC, Ancestry Ireland DNA LLC, Ancestry.com DNA, LLC, TGN Services, LLC and We’re Related, LLC (the “Delaware LLC Co-registrants” and, together with the Delaware Corporation Co-registrants, the “Delaware Co-registrants) are Delaware limited liability companies. Section 18-108 of the Delaware Limited Liability Company Act provides that a Delaware limited liability company, subject to such standards and restrictions, if any, as are set forth in such limited liability company’s limited liability company agreement, may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

The Company and the Delaware Co-registrants have adopted provisions in their certificates of incorporation, bylaws, limited liability company agreements or other organizational documents, as applicable, providing for indemnification and advancement of expenses of the members, directors and officers to the fullest extent authorized by the General Corporation Law of the State of Delaware or the Delaware Limited Liability Company Act

The Company and the Delaware Co-registrants have entered into indemnification agreements with their respective directors pursuant to which the Company and the co-registrants have agreed to indemnify each of them against certain liabilities that may arise by reason of their status or service as a director of the Company, and to advance each of them the expenses incurred as a result of a proceeding as to which they may be indemnified. The indemnification agreement is intended to provide rights of indemnification to the fullest extent permitted and is in addition to any other rights each indemnitee may have under the Company’s certificate of incorporation, its by-laws and applicable law.

II-1

Utah

iArchives, Inc. is a corporation incorporated under the laws of the state of Utah. Section 16-10a-901 et. seq. of the Utah Revised Business Corporation Act provides that a Utah corporation may indemnify its directors and officers who are made parties to a legal proceeding because of their positions with the Utah corporation against liability incurred in the proceeding if the individual’s conduct was in good faith, the individual reasonably believed that his conduct was in, or not opposed to, the best interest of the Utah corporation, and in the case of a criminal proceeding, the individual had no reasonable cause to believe his conduct was unlawful. Under the Utah Revised Business Corporation Act, a Utah corporation may not indemnify its directors or officers in connection with a proceeding by, or in the right of, the Utah corporation in which the individual was adjudged liable to it or in any proceeding in which the individual was adjudged liable on the basis that he derived an improper personal benefit, whether or not involving action in his individual capacity.

The bylaws of iArchives, Inc. provide for mandatory indemnification of its directors, officers, agents, fiduciaries and employees and to any person who is or was serving, at iArchives, Inc.’s request, as a director, officer, employee, fiduciary or agent of another domestic or foreign corporation (and their respective estates or personal representatives) to the fullest extent as from time to time permitted by Utah law. In addition, under the bylaws of iArchives, Inc. the personal liability of the directors and officers of iArchives, Inc. or its shareholders, or to any third person, is eliminated or limited to the fullest extent as from time to time permitted by Utah law. iArchives, Inc. is permitted under its bylaws to purchase and maintain liability insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of iArchives, Inc., or who, while serving as a director, officer, employee, fiduciary or agent of iArchives, Inc., is or was serving at the at the request of iArchives, Inc. as a director, officer, partner, trustee, employee, fiduciary or agent of another foreign or domestic corporation or other person of an employee benefit plan, against liability asserted against him or her and incurred by him or her in that capacity or arising out of his or her status in such capacity, regardless of whether iArchives, Inc. would have power to indemnity him or her under Sections 16-10a-902, 16-10a-903 or 16-10a-907 of the Utah Revised Business Corporation Act.

The amended and restated articles of incorporation of iArchives, Inc., incorporated herein as Exhibit 3.28 to this registration statement, provide for indemnification of the directors and officers of iArchives, Inc. (including advancement of expenses) made party to a proceeding because he is or was a director or officer, against liability incurred in the proceeding if (i) his conduct was in good faith, (ii) he reasonably believed that his conduct was in, or not opposed to, the best interest of iArchives, Inc., and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. To the fullest extent permitted by applicable law, iArchives, Inc. is also authorized to provide indemnification of its agents and any other person to whom the Utah Revised Business Corporation Act permits iArchives, Inc. to provide indemnification (including advancement of expenses) through its bylaw provisions, agreements with such agents or other persons, vote of shareholders or disinterested directors, or otherwise.

Luxembourg

A Luxembourg company may be held liable for criminal offenses where a criminal action has been committed in the name and for the benefit of such company, by one of its legal or de facto representatives. As Luxembourg provisions do not exclude accumulation of liabilities, such representatives may also have their criminal liability withheld.

Luxembourg law does not contain provisions regarding the indemnification of managers and officers.

According to Luxembourg employment law, an employer may, under certain circumstances, be required to indemnify an employee against losses and expenses incurred by him in the execution of his duties under an employment agreement, unless the losses and expenses arise from the employee’s gross negligence or willful misconduct.

II-2

Ancelux 3 S.à r.l. and Ancelux 4 S.à r.l. are incorporated as société à responsabilité limitées incorporated under the laws of Luxembourg. Managers of a Luxembourg société à responsabilité limitée may be held personally liable as managers for their acts in such capacity in the following circumstances: they can be held individually liable to the company, but not to third parties, for mismanagement; they can be held jointly and severally liable to the company and third parties for losses suffered resulting from a breach of the provisions of the law of 10 August 1915 on commercial companies, as amended, or of the articles of association of the company (unless they did not participate in the breach and brought the facts to the knowledge of the shareholders immediately upon becoming aware of such facts); and they can be held liable, to any other person, for tort as to damages only which are distinct from a damage that would be suffered by the company.

The articles of incorporation of Ancelux 3 S.à r.l. and Ancelux 4 S.à r.l. contain the following indemnification provision (which, from a Luxembourg point of view, only applies for civil liability—as opposed to criminal liability) for managers and officers of the company:

“To the extent permissible under Luxembourg Law and provided that, to the extent applicable, discharge has been granted by the general meeting of shareholders for any liability resulting from the performance of their duties, the Managers, auditor, secretary and other officers, servants or agents for the time being of the Company shall be indemnified out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses, which they or any of them shall or may incur or sustain by reason of any contract entered into or any act done, concurred in, or omitted, on or about the execution of their duty or supposed duty or in relation thereto except such (if any) as they shall incur or sustain by or through their own willful act, neglect or default respectively and except as provided for in article 59 paragraph 2 of the Luxembourg company law, and none of them shall be answerable for the act, receipts, neglects or defaults of the other or others of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for any bankers, brokers, or other persons into whose hands any money or assets of the Company may come, or for any defect of title of the Company to any property purchased, or for the insufficiency or deficiency or defect of title of the Company, to any security upon which any moneys of the Company shall be invested, or for any loss or damage occasioned by an error of judgment or oversight on their part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of their respective offices or in relation thereto, except the same shall happen by or through their own willful neglect or default respectively.”

Ireland

Section 200(1) of the Companies Act 1963 of Ireland provides that “…any provision whether contained in the articles of a company or in any contract with a company or otherwise for exempting any officer of the company … from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void…”.

Section 200(1), does, however, permit a company to indemnify a director against any liability incurred by him (i) in defending proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted, and (ii) where in relation to any proceedings for negligence, default, breach of duty or breach of trust against him the court has granted the officer relief wholly or partly from liability on the basis that he has acted honestly and reasonably and that having regard to the circumstances of the case, including those connected with his appointment, he ought fairly to be excused.

In the case of both Anvilire and Anvilire One, provision is made for such an indemnity in the articles of association of each of them. Similarly in the case of Ancestry Information Operations Company and Ancestry International DNA Company, their articles of association provide that each such company may at its discretion provide such an indemnity.

II-3

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

See the Exhibit Index immediately following the signature pages included in this Registration Statement.

(b) Financial Statement Schedules

We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or the notes to the consolidated financial statements.

Item 22. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(A) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(B) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in effective registration statement; and

(C) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) to remove registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used

II-4

to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(A) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(B) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(C) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(D) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), (ii) or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY.COM LLC
By:	/s/ Timothy Sullivan
	Name:	Timothy Sullivan
	Title:	Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancestry.com LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Timothy Sullivan Timothy Sullivan	Chief Executive Officer, President and Operating Committee Member (Principal Executive Officer)	June 6, 2013
/s/ Howard Hochhauser Howard Hochhauser	Chief Financial Officer, Chief Accounting Officer and Chief Operating Officer	June 6, 2013
/s/ Victor Parker Victor Parker	Operating Committee Member	June 6, 2013
/s/ Brian Ruder Brian Ruder	Operating Committee Member	June 6, 2013
/s/ Richard Sanders Richard Sanders	Operating Committee Member	June 6, 2013
/s/ Bruce Chizen Bruce Chizen	Operating Committee Member	June 6, 2013

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY.COM INC.
By:	/s/ Timothy Sullivan
	Name:	Timothy Sullivan
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancestry.com Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Timothy Sullivan Timothy Sullivan	President and Chief Executive Officer	June 6, 2013
/s/ Howard Hochhauser Howard Hochhauser	Director, Chief Financial Officer and Chief Operating Officer	June 6, 2013
/s/ William Stern William Stern	Director	June 6, 2013

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANVILIRE
By:	/s/ Howard Hochhauser
	By:	Howard Hochhauser
	Title:	Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Anvilire to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Howard Hochhauser Howard Hochhauser	Director	June 6, 2013
/s/ William Stern William Stern	Director	June 6, 2013
/s/ Imelda Shine Imelda Shine	Director	June 6, 2013
/s/ David Sanfey David Sanfey	Director	June 6, 2013

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANVILIRE ONE
By:	/s/ Howard Hochhauser
	Name:	Howard Hochhauser
	Title:	Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Anvilire One to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Howard Hochhauser Howard Hochhauser	Director	June 6, 2013
/s/ William Stern William Stern	Director	June 6, 2013
/s/ Imelda Shine Imelda Shine	Director	June 6, 2013
/s/ David Sanfey David Sanfey	Director	June 6, 2013

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY INFORMATION OPERATIONS COMPANY
By:	/s/ Howard Hochhauser
	By: Howard Hochhauser
	Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancestry Information Operations Company to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Howard Hochhauser Howard Hochhauser	Director	June 6, 2013
/s/ William Stern William Stern	Director	June 6, 2013
/s/ Imelda Shine Imelda Shine	Director	June 6, 2013
/s/ David Sanfey David Sanfey	Director	June 6, 2013

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY INTERNATIONAL DNA COMPANY
By:	/s/ Howard Hochhauser
	By: Howard Hochhauser
	Title: Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancestry International DNA Company comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Howard Hochhauser Howard Hochhauser	Director	June 6, 2013
/s/ William Stern William Stern	Director	June 6, 2013
/s/ Imelda Shine Imelda Shine	Director	June 6, 2013
/s/ David Sanfey David Sanfey	Director	June 6, 2013

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCELUX 3 S.À R.L.
By:	/s/ Cédric Pedoni
	Name:	Cédric Pedoni
	Title:	Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancelux 3 S.À. R.L. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Cédric Pedoni Cédric Pedoni	Manager	June 6, 2013
/s/ Kees Jager Kees Jager	Manager	June 6, 2013
/s/ William Stern William Stern	Manager	June 6, 2013
/s/ Séverine Michel Séverine Michel	Manager	June 6, 2013

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCELUX 4 S.À R.L.
By:	/s/ Cédric Pedoni
	Name:	Cédric Pedoni
	Title:	Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancelux 4 S.À. R.L. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Cédric Pedoni Cédric Pedoni	Manager	June 6, 2013
/s/ Kees Jager Kees Jager	Manager	June 6, 2013
/s/ William Stern William Stern	Manager	June 6, 2013
/s/ Séverine Michel Séverine Michel	Manager	June 6, 2013

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY IRELAND DNA LLC
By:	/s/ William Stern
	Name:	William Stern
	Title:	Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancestry Ireland DNA LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Howard Hochhauser Howard Hochhauser	Manager	June 6, 2013
/s/ William Stern William Stern	Manager	June 6, 2013

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY.COM DNA, LLC
By:	/s/ Ken Chahine
	Name:	Ken Chahine
	Title:	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancestry.com DNA, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ken Chahine Ken Chahine	President	June 6, 2013
/s/ Howard Hochhauser Howard Hochhauser	Vice President and Chief Financial Officer	June 6, 2013
Ancestry.com Operations Inc. By: Howard Hochhauser /s/ Howard Hochhauser Howard Hochhauser	Member	June 6, 2013

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY.COM OPERATIONS INC.
By:	/s/ Timothy Sullivan
	Name:	Timothy Sullivan
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancestry.com Operations Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Timothy Sullivan Timothy Sullivan	President & Chief Executive Officer	June 6, 2013
/s/ Howard Hochhauser Howard Hochhauser	Director, Chief Financial Officer & Chief Operating Officer	June 6, 2013
/s/ William Stern William Stern	Director	June 6, 2013

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY US HOLDINGS INC.
By:	/s/ Timothy Sullivan
	Name:	Timothy Sullivan
	Title:	Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancestry US Holdings Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Timothy Sullivan Timothy Sullivan	Chief Executive Officer & President	June 6, 2013
/s/ Howard Hochhauser Howard Hochhauser	Director, Chief Financial Officer and Chief Operating Officer	June 6, 2013
/s/ William Stern William Stern	Director	June 6, 2013

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

iARCHIVES, INC.
By:	/s/ Howard Hochhauser
	Name:	Howard Hochhauser
	Title:	President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable iArchives, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Timothy Sullivan Timothy Sullivan	Director	June 6, 2013
/s/ Howard Hochhauser Howard Hochhauser	Director, President & Chief Financial Officer	June 6, 2013

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

TGN SERVICES, LLC
By:	/s/ Howard Hochhauser
	Name:	Howard Hochhauser
	Title:	President & Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable TGN Services, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Howard Hochhauser Howard Hochhauser	President & Chief Financial Officer	June 6, 2013
Ancestry.com Operations Inc. By: Howard Hochhauser /s/ Howard Hochhauser Howard Hochhauser	Member	June 6, 2013

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY.COM OPERATIONS INC.
as Sole Member of
WE’RE RELATED, LLC
By:	/s/ Howard Hochhauser
	Name:	Howard Hochhauser
	Title:	Chief Financial Officer and Chief Operating Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable We’re Related, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Ancestry.com Operations Inc. By: Howard Hochhauser /s/ Howard Hochhauser Howard Hochhauser	Member	June 6, 2013

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY INTERNATIONAL HOLDINGS LLC
By:	/s/ Howard Hochhauser
	Name:	Howard Hochhauser
	Title:	Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancestry International Holdings LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Howard Hochhauser Howard Hochhauser	Manager	June 6, 2013
/s/ William Stern William Stern	Manager	June 6, 2013

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Provo, State of Utah, on June 6, 2013.

ANCESTRY INTERNATIONAL LLC
By:	/s/ Timothy Sullivan
	Name:	Timothy Sullivan
	Title:	Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy Sullivan, Howard Hochhauser and William Stern, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Ancestry International LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Timothy Sullivan Timothy Sullivan	Chief Executive Officer and President	June 6, 2013
/s/ Howard Hochhauser Howard Hochhauser	Chief Financial Officer, Chief Operating Officer and Operating Committee member	June 6, 2013
/s/ William Stern William Stern	Operating Committee Member	June 6, 2013

II-22

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of October 21, 2012, by and among Global Generations International Inc., Global Generations Merger Sub Inc. and Ancestry.com Inc. (incorporated by reference to Ancestry.com Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2012)
3.1	Certificate of Formation of Ancestry.com LLC
3.2	Limited Liability Company Agreement of Ancestry.com LLC
3.3	Certificate of Incorporation Ancestry.com Inc.
3.4	Bylaws of Ancestry.com Inc.
3.5	Articles of Association of Ancelux 3 S.à r.l.
3.6	Articles of Association of Ancelux 4 S.à r.l.
3.7	Certificate of Incorporation of Ancestry Information Operations Company
3.8	Memorandum of Association of Ancestry Information Operations Company
3.9	Certificate of Incorporation of Ancestry International DNA Company
3.10	Memorandum of Association of Ancestry International DNA Company
3.11	Certificate of Formation of Ancestry International Holdings LLC
3.12	Limited Liability Company Agreement of Ancestry International Holdings LLC
3.13	Certificate of Formation of Ancestry International LLC
3.14	Limited Liability Company Agreement of Ancestry International LLC
3.15	Certificate of Formation of Ancestry Ireland DNA LLC
3.16	Limited Liability Company Agreement of Ancestry Ireland DNA LLC
3.17	Certificate of Incorporation Ancestry US Holdings Inc.
3.18	Bylaws of Ancestry US Holdings Inc.
3.19	Certificate of Formation of Ancestry.com DNA, LLC
3.20	Limited Liability Company Agreement Ancestry.com DNA, LLC
3.21	Certificate of Incorporation Ancestry.com Operations Inc.
3.22	Bylaws of Ancestry.com Operations Inc.
3.23	Certificate of Incorporation of Anvilire
3.24	Memorandum of Association of Anvilire
3.25	Certificate of Incorporation of Anvilire One
3.26	Memorandum of Association of Anvilire One
3.27	Certificate of Incorporation of iArchives, Inc.
3.28	Bylaws of iArchives, Inc.
3.29	Certificate of Formation of TGN Services, LLC
3.30	Limited Liability Company Agreement TGN Services, LLC

II-23

3.31	Certificate of Formation of We’re Related, LLC
3.32	Limited Liability Company Agreement of We’re Related, LLC
4.1	Indenture, dated as of December 28, 2012, among Merger Sub Inc., Parent and Wells Fargo Bank, National Association
4.2	Form of 11.00% Senior Notes due 2020 (included as part of Exhibit 4.1 above)
4.3	Registration Rights Agreement, dated as of December 28, 2012, 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. and RBC Capital Markets, LLC as representatives of the initial purchasers
4.3.1	Joinder to the Registration Rights Agreement, dated as of December 28, 2012, among Ancestry.com Inc., Global Generations International Inc., Ancestry.com LLC, Ancestry.com DNA, LLC, iArchives, Inc., Ancestry.com Inc., Global Generations International Inc., Ancestry.com LLC, Ancestry.com DNA, LLC, iArchives, Inc., TGN Services, LLC, We’re Related, LLC and Ancestry.com Operations Inc. and Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC as representatives of the initial purchasers
5.1	Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP
5.2	Opinion of Snell & Wilmer L.L.P.
5.3	Opinion of Matheson
5.4	Opinion of Clifford Chance
10.1	Credit and Guaranty Agreement among Anvil US 1 LLC, Global Generations International Inc., Ancestry.com Inc., the several lenders party thereto and Barclays Bank PLC, as Administrative Agent, dated as of December 28, 2012
10.1.1	Amendment No. 1, dated as of May 15, 2013, to the Credit and Guaranty Agreement dated as of December 28, 2012, among Ancestry.com Inc., Ancestry.com LLC (f/k/a Anvil US 1 LLC), Ancestry US Holdings Inc. (f/k/a Global Generations International Inc.), the subsidiary guarantors listed on the signature pages thereto, the several lenders party thereto, Barclays Bank PLC, as the administrative agent, and the other parties thereto
10.2	Transaction and Monitoring Fee Agreement, dated as of December 28, 2012, by and among Ancestry.com Inc., Permira IV Limited, Permira Advisers LLC and Applegate & Collatos, Inc.
10.3†	MyFamily.com, Inc. Executive Stock Plan (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to Ancestry.com Inc.’s Registration Statement on Form S-1 (File No. 333-160986) filed with the Securities and Exchange Commission on September 15, 2009)
10.4†	Generations Holdings, Inc. 2008 Stock Purchase and Option Plan (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to Ancestry.com Inc.’s Registration Statement on Form S-1 (File No. 333-160986) filed with the Securities and Exchange Commission on September 15, 2009)
10.5†	Amendment No. 1 to Generations Holdings, Inc. 2008 Stock Purchase and Option Plan (incorporated by reference to Exhibit 10.5 to Ancestry.com Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2011)
10.6†	Ancestry.com Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to Ancestry.com Inc.’s Registration Statement on Form S-1 (File No. 333-160986) filed with the Securities and Exchange Commission on September 15, 2009)
10.7†	Amendment No. 1 to Ancestry.com Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Ancestry.com Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2011)

II-24

10.8†	Ancelux Topco S.C.A. Equity Incentive Plan
10.9†	Form of Option Agreement (Sullivan and Hochhauser) for Ancelux Topco S.C.A. Equity Incentive Plan
10.10†	Form of Option Agreement (Other Officers) for Ancelux Topco S.C.A. Equity Incentive Plan
10.11†	Ancestry.com Inc. Description of 2012 Performance Incentive Program
10.12†	Ancestry.com Inc. Description of 2013 Performance Incentive Program
10.13†	Employment Letter by and between Timothy Sullivan and Ancestry.com Inc., dated December 28, 2012
10.14†	Employment Letter by and between Howard Hochhauser and Ancestry.com Inc., dated December 28, 2012
10.15†	Employment Letter by and between Eric Shoup and Ancestry.com Inc., dated March 30, 2010 (incorporated by reference to Exhibit 10.34 to Ancestry.com Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2011)
10.16†	Amendment No. 1, dated July 22, 2010, to Offer Letter dated March 30, 2010, between Eric Shoup and Ancestry.com Inc. (incorporated by reference to Exhibit 10.35 to Ancestry.com Inc.’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2011)
10.17†	Amendment No. 2, dated April 26, 2011, to Offer Letter dated March 30, 2010, between Eric Shoup and Ancestry.com Inc. (incorporated by reference to Exhibit 10.4 to Ancestry.com Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2011)
10.18†	Employment Letter by and between Scott Sorensen and Ancestry.com Inc., dated March 9, 2012
10.19†	Employment Letter by and between William Stern and Ancestry.com Inc., dated June 29, 2009 (incorporated by reference to Exhibit 10.24 to Amendment No. 1 to Ancestry.com Inc.’s Registration Statement on Form S-1 (File No. 333-160986) filed with the Securities and Exchange Commission on September 15, 2009)
10.20†	Amendment No. 1, dated July 22, 2010, to Offer Letter dated June 29, 2009, between William Stern and Ancestry.com Inc. (incorporated by reference to Exhibit 10.6 to Ancestry.com Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2010)
10.21†	Amended and Restated Employee Rollover Stock Option Agreement, dated December 28, 2012, by and among Ancelux Topco S.C.A., Global Generations International Inc. and Timothy Sullivan
10.22†	Amended and Restated Employee Rollover Stock Option Agreement, dated December 28, 2012, by and among Ancelux Topco S.C.A., Global Generations International Inc. and Howard Hochhauser
10.23†	Amended and Restated Employee Rollover Restricted Stock Unit Agreement, dated December 28, 2012, by and among Ancelux Topco S.C.A., Global Generations International Inc. and Timothy Sullivan
10.24†	Amended and Restated Employee Rollover Restricted Stock Unit Agreement, dated December 28, 2012, by and among Ancelux Topco S.C.A., Global Generations International Inc. and Howard Hochhauser
10.25†	Employee Rollover Restricted Stock Unit Agreement by and among Ancelux Topco S.C.A. and Scott Sorensen
10.26†	Form of Option Agreement (General Form) for Ancelux Topco S.C.A. Equity Incentive Plan
10.27†	Form of Restricted Share Unit Agreement for Ancelux Topco S.C.A. Equity Incentive Plan
12.1	Statement of Computation of Ratio of Earnings to Fixed Charges
21.1	List of Subsidiaries of Ancestry.com LLC

II-25

23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2	Consent of Mohler, Nixon & Williams Accountancy Corporation
23.3	Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in the opinion filed as Exhibit 5.1)
23.4	Consent of Snell & Wilmer L.L.P. (included in the opinion filed as Exhibit 5.2)
23.5	Consent of Matheson (included in the opinion filed as Exhibit 5.3)
23.6	Consent of Clifford Chance (included in the opinion filed as Exhibit 5.4)
24.1	Powers of Attorney (included on signature pages)
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 with respect to the Indenture
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Instructions to Registered Holder Beneficial Owners
99.4	Form of Letter to Clients
99.5	Form of Letter to Registered Holders

† Management contract or compensatory plan or arrangement required to be posted as an exhibit.

II-26

EX-3.1

Exhibit 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:57 PM 03/19/2013

FILED 05:57 PM 03/19/2013

SRV 130333723 - 5255155 FILE

CERTIFICATE OF AMENDMENT TO

THE CERTIFICATE OF FORMATION

OF

ANVIL US 1 LLC

This Certificate of Amendment to the Certificate of Formation (this “Certificate”) is being executed as of March 19, 2013, for the purpose of amending the Certificate of Formation of Anvil US 1 LLC, pursuant to the Delaware Limited Liability Company Act 6 Del. C. § 18-202.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the limited liability company is Anvil US 1 LLC.

2. Certificate of Formation. The Certificate of Formation was filed with the Office of the Secretary of State of the State of Delaware on December 7, 2012.

3. Amendment. The first article of the Certificate of Formation is hereby amended and restated in its entirety to read as follows:

“The name of the limited liability company is Ancestry.com LLC (the “Company”).”

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of as of the day and year first above written.

ANVIL US 1 LLC
By:
	Name	Howard Hochhauser
	Title:	Chief Financial Officer, Chief Operating Officer and Chief Accounting Officer

Signature page to Anvil US 1 LLC Certificate of Amendment

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:24 PM 12/07/2012

FILED 08:12 PM 12/07/2012

SRV 121313158 - 5255155 FILE

CERTIFICATE OF FORMATION

OF

Anvil US 1 LLC

This Certificate of Formation is being executed as of December 7, 2012, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act 6 Del. C. § 18-101 et seq.

The undersigned being duly authorized to execute and file this Certificate does hereby certify as follows:

1. Name. The name of the limited liability company is Anvil US 1 LLC (the “Company”).

2. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

3. Authorized Person. The name and address of the authorized person is Jamila McCoy, Fried, Frank, Harris, Shriver & Jacobson LLP, 801 17th Street, NW, Washington, DC 20006. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

/s/ Jamila McCoy

Jamila McCoy

Authorized Person

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ANCESTRY.COM LLC

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”).

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, (6 Del. C. § 18-101, et seq.) (as amended from time to time, the “Delaware Act”) pursuant to a Certificate of Formation of the Company, which was filed with the Secretary of State of the State of Delaware on December 7, 2012;

WHEREAS, the Member entered into that certain Limited Liability Company Agreement, dated as of December 12, 2012 (the “Original LLC Agreement”), in order to set forth its binding agreement as to the affairs of the Company, the conduct of its business and the rights and obligations of the Member;

WHEREAS, on March 19, 2013, the Company changed its name from “Anvil US 1 LLC” to “Ancestry.com LLC” by filling a Certificate of Amendment to the Certificate of Formation with the Secretary of State of the State of Delaware; and

WHEREAS, the Member desires to amend and restate the Original LLC Agreement on the terms set forth herein to, among other things, reflect the change in the name of the Company, changes in the composition of the Operating Committee (as defined herein) and to reflect additional capital contributions made by the Member.

NOW, THEREFORE, in consideration of the foregoing, and of the covenants and agreements hereinafter set forth, it is hereby agreed as follows:

ARTICLE 1

GENERAL PROVISIONS

1.1. Name. The name of the Company is Ancestry.com LLC.

1.2. Purpose. The purposes of the Company are, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and engaging in all acts or activities as the Company deems necessary, advisable or incidental to the furtherance of the foregoing.

1.3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

1.4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

ARTICLE 2

MANAGEMENT OF THE COMPANY

2.1 Management by the Member. The management of the Company is vested to the Member. Except as otherwise provided in this Agreement, the Member shall have the power to do any and all acts necessary, convenient, or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company. Under its sole discretion the Member shall have full power and authority to delegate any of its powers and authorities under this Agreement.

2.2. Delegation of Management to Operating Committee. Except as otherwise provided in this Agreement, the Member hereby revocably delegates the power and authority to manage and direct the business and affairs of the Company to an operating committee (the “Operating Committee”). Subject to the policies and limitations established by the Member, the Operating Committee shall hereby have all authority, power and discretion to act on behalf of the Company in all matters respecting the Company and its operations, business and properties, to manage and control the business, affairs and properties (including the disposition of all or part thereof) of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business. Without limiting the generality of the above, the Operating Committee shall have full power and authority to assume and exercise all rights, powers and responsibilities granted to managers and directors by the Delaware Act and hereby delegated by the Member. In connection with the foregoing, the Operating Committee is hereby authorized and empowered to act through its officers and employees and other persons designated by the Operating Committee in carrying out any or all of its powers and authorities under this Agreement, and to delegate any or all of the powers and authorities that the Operating Committee possesses under this Agreement to any officer, employee or agent of the Company or the Operating Committee and to any other person designated by the Operating Committee. The Member keeps control over the decisions and actions undertaken by the Operating Committee and may from time-to-time set the limits of the authority of the Operating Committee and the respective officers, employees or agents to the extent it considers necessary for the purposes of managing the Company.

2.3. Operating Committee Composition.

(a) The Operating Committee shall be comprised of five (5) members or such other number of members as may from time to time be determined by the Member. The following persons are hereby appointed to serve as initial members of the Operating Committee, until their successor is duly appointed or, if earlier, their death, resignation or removal:

Bruce Chizen

Vic Parker

Brian Ruder

Richard Sanders

Timothy Sullivan

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(b) Any member of the Operating Committee may be removed with or without cause by the Member. In the event the position of a member of the Operating Committee becomes vacant, a replacement shall be appointed by the Member.

2.4 Meetings of the Operating Committee.

(a) Quarterly and Regular Meetings. Unless otherwise decided by the Member, the Operating Committee shall hold quarterly meetings, and may hold additional regular meetings, at such time and place (which need not be in the State of Delaware) as the Operating Committee determines.

(b) Special Meetings. Special meetings of the Operating Committee may be called by any member of the Operating Committee.

(c) Notice of Meetings; Participation. Notice of regular meetings established by action of the Operating Committee shall not be required. All other meetings of the Operating Committee may be called on at least two (2) business days advance notice to each member of the Operating Committee. Such notice shall state the purpose or the business to be transacted at such meeting. Any notice of a meeting required hereunder may be waived in writing before or after the meeting. All members of the Operating Committee shall be entitled to receive required notices and agendas of upcoming Operating Committee meetings, attend all Operating Committee meetings, participate in all discussions and receive minutes from previous Operating Committee meetings.

(d) Waiver of Notice; Minutes. Attendance of a member of the Operating Committee at a meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened. Minutes of all meetings of the Operating Committee shall be kept and retained in the records of the Company.

(e) Quorum; Voting Requirements. A majority of the members of the Operating Committee shall be present at any meeting of the Operating Committee in order to constitute a quorum for the transaction of any business. The vote of a majority of the members of the Operating Committee present at a meeting at which a quorum is present shall be the act of the Operating Committee.

(f) Action by Written Consent. Any action permitted or required by applicable law or this Agreement to be taken at a meeting of the Operating Committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all of the current members of the Operating Committee. Any such consent may be executed and delivered by telecopy or electronic mail in multiple counterparts. Action taken by written consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Operating Committee.

(g) Telephonic Meetings. Subject to the requirements of this Agreement for notices of special meetings, members of the Operating Committee may participate in and hold a meeting of the Operating Committee, by means of a conference telephone or similar communications equipment by means of which all members of the Operating Committee participating in the meeting can hear and speak to each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a member of the Operating Committee participates in the meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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2.5 Officers.

(a) Appointment. In furtherance of the foregoing, the Member hereby revocably delegates its power and authority to the Operating Committee to designate officers of the Company, including a President, a Chief Financial Officer, any number of Vice Presidents, a Treasurer, a Secretary, any number of Assistant Treasurers and Assistant Secretaries, and such other officers as the Operating Committee deems necessary and appropriate, who shall have such authority and perform such duties in the management of the Company as generally pertain to their respective offices, and shall have such other powers as the Operating Committee may determine. Each such officer is hereby deemed to be an authorized person within the meaning of the Delaware Act. Any number of offices may be held by the same person.

(b) Resignation; Removal. Any officer of the Company may resign at any time by giving written notice of his or her resignation to the Operating Committee. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective. Any officer of the Company may be removed, with or without cause, at any time by the Operating Committee, pursuant to Section 2.4

(c) President. The President shall be the chief executive officer of the Company. Subject to the provisions of this Agreement and to the direction of the Operating Committee, he or she shall have the responsibility for the general management and control of the business and affairs of the Company and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Operating Committee. He or she shall have power to sign all certificates, contracts and other instruments of the Company which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Company.

(d) Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Company and shall perform such other duties as such officer may agree with the President or as the Operating Committee may from time to time determine.

(e) Vice President. Each Vice President shall have such powers and duties as may be delegated to him or her by the Operating Committee. One (1) Vice President shall be designated by the Operating Committee to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

(f) Treasurer. The Treasurer shall have the responsibility for maintaining the financial records of the Company. He or she shall make such disbursements of the funds of the Company as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Company. The Treasurer shall also perform such other duties as the Operating Committee may from time to time prescribe.

(g) Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Operating Committee. He or she shall have charge of the corporate books and shall perform such other duties as the Operating Committee may from time to time prescribe.

- 4 -

2.6 Reliance by Third Parties. Any person or entity dealing with the Company is entitled to rely (without duty of further inquiry) upon a certificate signed by the Member or by the Operating Committee on behalf of the Member as to: (i) the identity of the Member; (ii) the existence or nonexistence of any facts which constitute a condition precedent to acts by the Member and/or the Operating Committee or which are in any other manner germane to the affairs of the Company; (iii) the persons who are authorized to execute and deliver any instrument or document on behalf of the Company; or (iv) any act or failure to act by the Company or any other matter whatsoever involving the Company or the Member.

ARTICLE 3

CAPITAL CONTRIBUTION

3.1. Capital Contribution; Capital Account. The capital contribution of the Member is set forth on Exhibit A hereto, as amended from time to time. Except as required by applicable law, the Member shall not at any time be required to make any additional contribution to the capital of the Company or any loans to the Company. The Member’s capital account shall be adjusted for distributions and allocations made pursuant to Article 4.

ARTICLE 4

DISTRIBUTIONS AND ALLOCATIONS

4.1. Distributions. Distributions shall be made at the times and in the aggregate amounts determined by the Member.

4.2. Allocations. Allocations shall be determined by the Member, and for so long as the Member is the only member of the Company, allocations shall be made 100% to the Member without the formal decision of the Member or approval of the Operating Committee.

ARTICLE 5

DISSOLUTION; ASSIGNMENT; ADDITIONAL MEMBERS

5.1. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, or (b) the termination of the legal existence of the last remaining Member or the occurrence of any other event that terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Delaware Act or (c) a judicial determination that an event has occurred that makes it unlawful, impossible or impractical for the Company to carry on the business of the Company.

5.2. Assignments. The Member may assign in whole or in part its limited liability company interest.

5.3. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the existing Member.

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ARTICLE 6

LIMITATION ON LIABILITY

6.1. Liability of Member. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or participating in the management of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Delaware Act or this Agreement shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

ARTICLE 7

TAX MATTERS

7.1. Status of the Company. It is intended that the Company be disregarded as an entity separate from the Member for federal income tax purposes. No election shall be made pursuant to Treasury Regulation Section 1.7701-3 promulgated under the United States Internal Revenue Code of 1986, as amended from time to time, (the “Code”) to treat the Company as an association taxable as a corporation. To the extent the Company is not disregarded for any state, local or foreign income or franchise tax purpose, or other tax purpose, the Company shall prepare and file tax returns as necessary, and the Operating Committee (as hereby delegated by the Member) shall prepare tax returns consistently with such tax returns.

7.2. Tax Elections. All tax elections required or permitted to be made under the Code and any applicable state, local or foreign tax law shall be made in the discretion of the Operating Committee (as hereby delegated by the Member), and any decision with respect to the treatment of Company transactions on the Company’s state, local or foreign tax returns shall be made in such manner as may be approved by the Operating Committee.

ARTICLE 8

MISCELLANEOUS

8.1. Amendment. This Agreement may be amended from time to time with the written consent of the Member.

8.2. Certificates Representing Interests. Each limited liability company interest of the Company shall constitute and remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware. The interests of the Company shall be represented by certificates; provided that the Member and/or Operating Committee (under delegation of the Member) may provide by resolution or resolutions that some or all of any class or series shall be uncertificated interests that may be evidenced by a book-entry system maintained by the registrar of such interests. If interests are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Member or Operating Committee (under delegation of the Member). The certificates representing interests of each class shall be signed by, or in the name of, the Company by the president or any vice president and by the secretary, any assistant secretary, the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such

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officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Company with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

8.3. Pledge of Membership Interest. Notwithstanding any provision of this Agreement to the contrary, the limited liability company interests issued hereunder or covered hereby may be pledged to any lender or lenders as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries to such lender or lenders, and any such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge. The pledge of such limited liability company interests shall not, except as otherwise provided in such collateral documentation, cause the Member to cease to be a Member or to have the power to exercise any rights or powers of a Member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge. Without limiting the foregoing, the right of such lender or lenders to enforce their rights and remedies under such collateral documentation hereby is acknowledged and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement (regardless of any restrictions herein contained) and any assignment, sale or other disposition of the limited liability company interests by such lender or lenders pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under the Delaware Act and this Agreement, to transfer all right, title and interest of the Member hereunder to itself or themselves, any other lender or any other person (each, an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, in accordance with such collateral documentation and applicable law, the rights to participate in the management of the business and the business affairs of the Company, to share profits and losses, to receive distributions and to receive allocation of income, gain, loss, deduction, credit or similar item) and such Assignee shall be a Member of the Company with all rights and powers of a Member. Such assignment shall not constitute an event of dissolution under Section 5.1 hereunder. Further, no lender or any such Assignee shall be liable for the obligations of the Member assignor to make contributions. The Member approves all of the foregoing and agrees that no further approval shall be required for the exercise of any rights or remedies under such collateral documentation.

8.4. Severability. If any provisions of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

8.5. Headings. The section and other headings of this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

8.6. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered in its name and on its behalf, as of the date first above written.

ANCELUX 2 S.ÀR.L
By:
	Name:	Severine Michel
	Title:	Manager

[Signature page to the LLC Agreement of Ancestry.com LLC]

EXHIBIT A

Member	Capital Contribution
Ancelux 2 S.àr.l.	$	622,268,492.33

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

of

ANCESTRY.COM INC.

a Delaware corporation

Ancestry.com Inc. (the “Corporation”) a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The present name of the Corporation is Ancestry.com Inc.; and the name under which the Corporation was original incorporated is Generations Holding, Inc., and the date of filing the original certificate of incorporation of the Corporation with the Secretary of State of the State of Delaware is September 27, 2007.

SECOND: The provisions of the certificate of incorporation of the Corporation as heretofore amended and/or supplemented, and as herein amended, are hereby restated and integrated into the single instrument which is hereafter set forth, and which is entitled Amended and Restated Certificate of Incorporation of Ancestry.com Inc. without further amendments other than the amendments herein certified and without discrepancy between the provisions of the certificate of incorporation as heretofore amended and supplemented and the provisions of the said single instrument hereafter set forth.

THIRD: The amendments and the restatement of the Amended and Restated Certificate of Incorporation herein certified have been duly adopted by the stockholders in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

FOURTH: The certificate of incorporation of the Corporation, as amended and restated herein, shall at the effective time of this Amended and Restated Certificate of Incorporation, read as follows:

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

of

ANCESTRY.COM INC.

a Delaware corporation

ARTICLE I

NAME

The name of the corporation is Ancestry.com Inc. (the “Corporation”).

ARTICLE II

AGENT

The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

STOCK

Section 4.1 Authorized Stock. The aggregate number of shares which the Corporation shall have authority to issue is 5,000 all of which shall be designated as Common Stock par value $0.001 per share (the “Common Stock”).

Section 4.2 Common Stock.

(a) Voting. Each holder of Common Stock, as such, shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote.

(b) Dividends. The holders of shares of Common Stock shall be entitled to receive dividends out of any funds of the Corporation legally available therefor when, as and if declared by the Board of Directors.

(c) Liquidation. Upon the dissolution, liquidation or winding up of the Corporation, the holders of shares of Common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.

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ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Number. The Board of Directors shall consist of such number of directors as fixed, from time to time, pursuant to the Bylaws of the Corporation, the exact number to be determined, from time to time, by resolution adopted by affirmative vote of a majority of such directors then in office.

Section 5.2 Powers. Except as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.

Section 5.3 Election. The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide.

ARTICLE VI

STOCKHOLDER ACTION

Any action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders.

ARTICLE VII

SPECIAL MEETINGS OF STOCKHOLDERS

A special meeting of the stockholders of the Corporation may be called at any time only by the Board of Directors, or by the Chairman of the Board of Directors or the Chief Executive Officer.

ARTICLE VIII

EXISTENCE

The Corporation shall have perpetual existence.

ARTICLE IX

AMENDMENT

Section 9.1 Amendment of Certificate of Incorporation. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation.

Section 9.2 Amendment of Bylaws. In furtherance, and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

ARTICLE X

LIABILITY OF DIRECTORS

Section 10.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

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Section 10.2 Amendment or Repeal. Any amendment, alteration or repeal of this Article X that adversely affects any right of a director shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf by its officers thereunto duly authorized, and the undersigned affirms its contents as true under penalty of perjury on March 15, 2013.

/s/ William Stern

William Stern

General Counsel and Corporate Secretary

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EX-3.4

Exhibit 3.4

SECOND AMENDED AND RESTATED

BYLAWS OF

Ancestry.com Inc.

Adopted December 28, 2012

ARTICLE I

Offices

SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE II

Stockholders

SECTION 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation.

SECTION 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix.

SECTION 3. Notice of Meetings. Notice of the place, if any, date, and time of all meetings of the stockholders and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

SECTION 4. Quorum. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes or series is required, a majority of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, if any, date, or time.

SECTION 5. Organization. Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

SECTION 6. Conduct of Business. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

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SECTION 7. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

SECTION 8. Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law.

The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

SECTION 9. Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

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Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III

Board of Directors

SECTION 1. Number and Term of Office. The number of directors constituting the initial Board of Directors shall be two (2). Thereafter, the number of directors may be fixed, from time to time, by the affirmative vote of a majority of the entire Board of Directors or by action of the stockholders of the Corporation. Any decrease in the number of directors shall be effective at the time of the next succeeding annual meeting of stockholders unless there shall be vacancies in the Board of Directors, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of such vacancies. Directors need not be stockholders. Except as otherwise provided by statute or these Bylaws, the directors (other than members of the initial Board of Directors) shall be elected at the annual meeting of stockholders. Each director shall hold office until his successor shall have been elected and qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these Bylaws.

SECTION 2. Removal. Any director may be removed, either with or without cause, at any time, by the holders of a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote at an election of directors.

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SECTION 3. Resignation. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4. Vacancies. Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with or without cause), an increase in the number of directors or any other cause, may be filled by the vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director or by the stockholders at the next annual meeting thereof or at a special meeting thereof. Each director so elected shall hold office until his successor shall have been elected and qualified.

SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile or electronic transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

SECTION 7. Quorum. At any meeting of the Board of Directors, a majority of the total number of the whole Board of Directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

SECTION 8. Participation in Meetings By Conference Telephone. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

SECTION 9. Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law.

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Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 10. Compensation of Directors. Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

ARTICLE IV

Committees

SECTION 1. Committees of the Board of Directors. The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

SECTION 2. Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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ARTICLE V

Officers

SECTION 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person.

SECTION 2. President. The President shall be the chief executive officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

SECTION 3. Vice President. Each Vice President shall have such powers and duties as may be delegated to him or her by the Board of Directors. One (1) Vice President shall be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

SECTION 4. Treasurer. The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.

SECTION 5. Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

SECTION 6. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

SECTION 7. Removal. Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.

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SECTION 8. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE VI

Stock

SECTION 1. Certificates of Stock. Each holder of stock represented by certificates shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

SECTION 2. Transfers of Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article VI of these Bylaws, an outstanding certificate, if one has been issued, for the number of shares involved shall be surrendered for cancellation before a new certificate, if any, is issued therefor.

SECTION 3. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article II, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

SECTION 4. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

SECTION 5. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VII

Notices

SECTION 1. Notices. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law.

SECTION 2. Waivers. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver.

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ARTICLE VIII

Miscellaneous

SECTION 1. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

SECTION 2. Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

SECTION 3. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board of Directors.

SECTION 5. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE IX

Indemnification of Directors and Officers

SECTION 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee, or in any other capacity while serving as a director, officer or trustee,

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shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

SECTION 2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 1 of this ARTICLE IX, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

SECTION 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the

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commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.

SECTION 4. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

SECTION 6. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

SECTION 7. Nature of Rights. The rights conferred upon indemnitees in this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this ARTICLE IX that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

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ARTICLE X

Amendments

These Bylaws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting.

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EX-3.5

Exhibit 3.5

NUMERO 2626/2012

CONSTITUTION DE SOCIETE DU 14 DECEMBRE 2012

In the year two thousand and twelve, on the fourteenth day of December; Before Us M^e Carlo WERSANDT, notary residing in Luxembourg (Grand Duchy of Luxembourg), undersigned;

THERE APPEARED:

Anvil US 1 LLC, a limited liability company established under the laws of the State of Delaware, United States of America, having its registered office at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, USA,

here represented by Mrs Alexia UHL, private employee, residing professionally in Luxembourg, by virtue of a power of attorney, given in Luxembourg.

The said power of attorney, initialed ne varietur by the proxyholder of the appearing person and the notary, will remain annexed to the present deed to be filed at the same time with the registration authorities.

Such appearing party, represented as stated above, has required the officiating notary to enact the deed of incorporation of a private limited company (société à responsabilité limitée) which it deems to incorporate and the articles of association of which shall be as follows:

A. PURPOSE – DURATION – NAME – REGISTERED OFFICE

Art. 1. There is hereby formed a société à responsabilité limitée under the name of “Ancelux 3 S.àr.l.” (hereinafter the “Company”) which shall be governed by the law of 10 August 1915 concerning commercial companies, as amended from time to time, as well as by the present articles of incorporation.

Art. 2. The purpose of the Company shall be to acquire, hold, manage and dispose of participating interests, in any form whatsoever, in Luxembourg or foreign enterprises; to acquire any securities, rights and assets through participation, contribution, underwriting firm purchase or option, negotiation or in any other way, to acquire patents and licences, to manage and develop them.

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The Company may borrow and raise funds, including, but not limited to, borrowing money in any form or obtaining any form of credit facility and raise funds through, including, but not limited to, the issue of bonds, notes, debentures, promissory notes, and other debt or equity instruments, convertible or not, on a private basis for the purpose listed above.

The Company can also enter into the following transactions, it being understood that the Company will not enter into any transaction, which would cause it to be engaged in any activity that would be considered as a regulated activity of the financial sector:

• lend funds including, without limitation, the proceeds of any borrowings and/or issues of debt or equity securities to its subsidiaries, affiliated companies and/or any other companies;

• give guarantees and pledge, transfer, encumber or otherwise create and grant security over all or over some of its assets to guarantee its own obligations and undertakings and/or obligations and undertakings of any other company, and, generally, for its own benefit and/or the benefit of any other company or person;

• enter into agreements, including, but not limited to any kind of credit derivative agreements, partnership agreements, underwriting agreements, marketing agreements, distribution agreements, management agreements, advisory agreements, administration agreements and other services contracts, selling agreements, or other in relation to its purpose;

The Company may also perform all commercial, technical and financial operations, if these operations are likely to enhance the above-mentioned objectives as well as operations directly or indirectly linked to the activities described in this article.

Art. 3. The Company is incorporated for an unlimited duration.

Art. 4. The registered office of the Company is established in Luxembourg. It may be transferred to any other place in the City of Luxembourg by means of a resolution of the Board of Managers. Branches or other offices may be established either in Luxembourg or abroad.

B. SHARE CAPITAL – SHARES

Art. 5. The Company’s share capital is set at twenty-two thousand US Dollars (USD 22,000) represented by twenty-two thousand (22,000) shares with a par value of one US Dollar (USD 1.00) each.

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Each share is entitled to one vote at ordinary and extraordinary general meetings.

Each share gives right to a fraction of the assets and profits of the company in direct proportion to the number of shares in existence.

Art. 6.- The shares held by the sole partner are freely transferable among living persons and by way of inheritance or in case of liquidation of joint estate of husband and wife.

In case of more partners, the shares are freely transferable among partners. In the same case they are transferable to non-partners only with the prior approval of the partners representing at least three quarters of the capital. In the same case the shares shall be transferable because of death to non-partners only with the prior approval of the owners of shares representing at least three quarters of the rights owned by the survivors.

Art. 7.- The share capital may be modified at any time by the decision of the sole partner or, should this happen, by approval of a majority of partners representing three quarters of the share capital at least.

Art. 8.- The Company will recognize only one holder per share. The joint co-owners shall appoint a single representative who shall represent them towards the Company.

Art. 9.- The death, suspension of civil rights, bankruptcy or insolvency of one of the partners will not cause the dissolution of the Company.

C. MANAGEMENT

Art. 10.- The Company shall be managed by a board of managers composed of three members at least, who need not be partners of the Company.

The managers shall be elected by a resolution of the partners for an unlimited duration. A manager may be removed with or without cause and replaced at any time by a resolution adopted by the partners.

In the event of a vacancy in the office of a manager because of death, retirement or otherwise, the remaining managers may elect, by majority vote, a manager to fill such vacancy until the next resolution of the partners ratifying such election, it being understood that such manager is to be presented in the same manner as the manager whose office became vacant.

Art. 11.- The board of managers may choose from among its members a chairman, and may choose from among its members a vice-chairman. It may also choose a secretary, who need not be a manager who shall be responsible for keeping the minutes of the meetings of the board of managers and of the partners.

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The board of managers shall meet upon call by the chairman or two managers at the place indicated in the notice of meeting.

The chairman shall preside at all meetings of partners and the board of managers, but in his absence the managers or the board of managers may appoint another chairman pro tempore by vote of the majority present at any such meeting.

Written notice of any meeting of the board of managers shall be given to all managers at least twenty-four hours in advance of the time set for such meeting, except in circumstances of emergency in which case the nature of such circumstances shall be set forth in the notice of meetings. This notice may be waived by the consent in writing or by fax or e-mail of each manager.

Separate notice shall not be required for meetings at which all the managers are present or represented and have declared that they had prior knowledge of the agenda as well as for individual meetings held at times and places prescribed in a schedule previously adopted by resolution of the board of managers.

Any manager may act at any meeting of the board of managers by appointing in writing or by fax or, provided the genuineness thereof is established, electronic transmission, another manager as his proxy. One manager can represent more than one of his/her co-managers.

The board of managers can deliberate or act validly at a meeting of the board of managers only if at least a majority of the managers is present or represented.

Decisions shall be taken by a majority of the votes of the managers present or represented at such meeting.

In the event that any manager of the Company may have any personal interest in any transaction of the Company (other than that arising by virtue of serving as a manager, officer or employee in the other contracting party), such manager shall make known to the board of managers such personal interest and shall not consider, or vote on such transactions, and such manager’s interest therein shall be reported to the next succeeding meeting of partners.

Any manager may participate in any meeting of the board of managers by conference-call or by other similar means of communication allowing all the persons taking part in the meeting to hear one another and to communicate with one another. A meeting may also be held by conference call only. The participation in a meeting by these means is equivalent to a participation in person at such meeting.

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The board of managers may, unanimously, pass resolutions on one or several similar documents by circular means when expressing its approval in writing, by facsimile, e-mail or any other similar means of communication. The entirety will form the minutes giving evidence of the resolution.

Art. 12.- The minutes of any meeting of the board of managers shall be signed by the chairman or, in his absence, by the chairman pro tempore who presided at such meeting or by any two managers.

Copies or extracts of such minutes, which may be produced in judicial proceedings or otherwise shall be signed by the chairman, by the secretary or jointly by any two managers.

Art. 13.- The board of managers is vested with the broadest powers to perform all acts of administration and disposition in the Company’s interest. All powers not expressly reserved by law or by the present articles to the resolution of the partners fall within the competence of the board of managers.

The board of managers may delegate its powers to conduct the daily management and affairs of the Company and the representation of the Company for such management and affairs, to any member or members of the board who may constitute committees deliberating under such terms as the board shall determine. It may also confer all powers and special mandates to any persons who need not be managers, appoint and dismiss all officers and employees and fix their remuneration.

Art. 14.- The Company will be bound by the sole signature of any manager of the Company, as well as by the joint or single signature of any person or persons to whom specific signatory powers shall have been delegated by the board of managers.

Art. 15.- To the extent permissible under Luxembourg Law and provided that, to the extent applicable, discharge has been granted by the general meeting of shareholders for any liability resulting from the performance of their duties, the Managers, auditor, secretary and other officers, servants or agents for the time being of the Company shall be indemnified out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses, which they or any of them shall or may incur or sustain by reason of any contract entered into or any act done, concurred in, or omitted, on or about the execution of their duty or supposed duty or in relation thereto except such (if any) as they shall incur or sustain by or through their own willful act, neglect or default respectively and except as provided for in article 59

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paragraph 2 of the Luxembourg company law, and none of them shall be answerable for the act, receipts, neglects or defaults of the other or others of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for any bankers, brokers, or other persons into whose hands any money or assets of the Company may come, or for any defect of title of the Company to any property purchased, or for the insufficiency or deficiency or defect of title of the Company, to any security upon which any moneys of the Company shall be invested, or for any loss or damage occasioned by an error of judgment or oversight on their part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of their respective offices or in relation thereto, except the same shall happen by or through their own willful neglect or default respectively.

D. DECISIONS OF THE SOLE PARTNER –

COLLECTIVE DECISIONS OF THE PARTNERS

Art. 16.- The sole partner exercises the powers devolved to the meeting of partners by the dispositions of section XII of the law of August 10, 1915 on sociétés à responsabilité limitée.

As a consequence thereof all decisions, which exceed the powers of the managers are taken by the sole partner.

In case of more partners the decisions, which exceed the powers of the managers shall be taken by the meeting.

Each partner may participate in the collective decisions irrespective of the numbers of shares, which it owns. Each partner is entitled to as many votes as it holds or represents shares.

Any issuance of shares as a result of the conversion of convertible bonds or other similar financial instruments shall mean the convening of a prior general meeting of partners in accordance with the provisions of Article 7 above. Each convertible bond or other similar financial instrument shall be considered for the purpose of the conversion as a subscription for shares to be issued upon conversion.

E. FINANCIAL YEAR – ANNUAL ACCOUNTS –

DISTRIBUTION OF PROFITS

Art. 17.- The Company’s financial year runs from the first of January to the thirty-first of December of each year.

Art. 18.- Each year, as at the thirty-first of December, there will be drawn up a record of the assets and liabilities of the Company, as well as a profit and loss account.

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The credit balance of the profit and loss account, after deduction of the expenses, costs, amortizations, charges and provisions represents the net profit of the company.

Every year five percent of the net profit will be transferred to the legal reserve.

This deduction ceases to be compulsory when the legal reserve amount to one tenth of the issued capital but must be resumed until the reserve fund is entirely reconstituted if, at any time and for any reason whatever, it has been broken into.

The excess is attributed to the sole partner or distributed among the partners. However, the sole partner or, as the case may be, the meeting of partners may decide, at the majority vote determined by the relevant laws, that the profit, after deduction of the reserve, be either carried forward or transferred to an extraordinary reserve.

F. DISSOLUTION – LIQUIDATION

Art. 19. In the event of a dissolution of the Company, the Company shall be liquidated by one or more liquidators, which do not need to be partners, and which are appointed by the general meeting of partners, which will determine their powers and fees. Unless otherwise provided, the liquidators shall have the most extensive powers for the realization of the assets and payment of the liabilities of the Company.

The surplus resulting from the realization of the assets and the payment of the liabilities shall be distributed among the partners proportionally to the shares of the Company held by them.

Art. 20. All matters not governed by these articles of incorporation shall be determined in accordance with the law of August 10, 1915 on commercial companies and amendments thereto.

SUBSCRIPTION AND PAYMENT

The articles thus having been established, the shares have all been subscribed by Anvil US 1 LLC, prenamed and represented as said before.

All the shares have been fully paid up in cash so that the amount of twenty-two thousand US Dollars (USD 22,000) is at the free disposal of the Company as has been proved to the undersigned notary who expressly bears witness to it.

TRANSITIONAL DISPOSITIONS

The first financial year shall begin on the date of the formation of the Company and shall terminate on December 31, 2013.

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RESOLUTIONS TAKEN BY THE SOLE PARTNER

The aforementioned appearing party, representing the whole of the subscribed share capital, has adopted the following resolutions as sole partner:

1. The registered office of the Company shall be 282, route de Longwy, L-1940 Luxembourg.

2. The following persons are appointed managers of the Company for an indefinite duration:

• Séverine MICHEL, born on July 19, 1977 in Epinal, France, with professional address at 282, route de Longwy, L-1940 Luxembourg;

• Kees JAGER, born on April 1, 1977 in Guernsey, Channel Islands, with professional address at Trafalgar Court, Les Banques, St Peter Port, GY1 3QL Guernsey;

• Paul ARMSTRONG, born on November 1, 1973 in Chichester, United Kingdom, with professional address at 80 Pall Mall, London, SW1Y 5ES, United Kingdom; and

• Cédric PEDONI, born on March 24, 1975 in Villerupt, France, with professional address at 282, route de Longwy L-1940 Luxembourg.

COSTS

The aggregate amount of the costs, expenditures, remunerations or expenses, in any form whatsoever, which the Company incurs or for which it is liable by reason of the present deed, is approximately one thousand Euros (EUR 1,000.-).

STATEMENT

The undersigned notary, who understands and speaks English and French, states herewith that, on request of the above appearing party, the present deed is worded in English followed by a French version; on request of the same appearing party, and in case of discrepancies between the English and the French text, the English version will prevail.

WHEREOF the present deed was drawn up in Luxembourg, at the date indicated at the beginning of the document.

After reading the present deed to the proxyholder of the appearing party, acting as said before, known to the notary by name, first name, civil status and residence, the said proxyholder has signed with Us, the notary, the present deed.

Suit la version française du texte qui précède

L’an deux mille douze, le quatorzième jour de décembre.

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Pardevant Nous Maître Carlo WERSANDT, notaire de résidence à Luxembourg, (Grand-Duché de Luxembourg), soussigné;

A COMPARU:

Anvil US 1 LLC une société à responsabilité limitée établie sous le droit de l’Etat du Delaware, Etats-Unis d’Amérique, ayant son siège social au 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, Etats-Unis d’Amérique,

ici représentée par Madame Alexia UHL, employée privée, demeurant professionnellement à Luxembourg, en vertu d’une procuration donnée à Luxembourg.

La procuration signée ne varietur par la mandataire de la partie comparante et par le notaire soussigné restera annexée au présent acte pour être soumise avec lui aux formalités de l’enregistrement.

Laquelle partie comparante, représentée comme dit ci-avant, a requis le notaire instrumentaire d’arrêter les statuts d’une société à responsabilité limitée qu’elle déclare constituer comme suit:

A. NOM – DUREE – OBJET – SIEGE – SOCIAL

Art. 1. Il est formé, une société à responsabilité limitée sous la dénomination de “Ancelux 3 S.àr.I.” (ci-après la “Société”) laquelle sera régie par la loi du 10 août 1915 concernant les sociétés commerciales, telle que modifiée, ainsi que par les présents statuts.

Art. 2. La Société a pour objet l’acquisition, la détention, la gestion et la disposition de participations, sous quelque forme que ce soit, dans d’autres sociétés luxembourgeoises et étrangères; l’acquisition de tous titres, droits et actifs par voie de participation, d’apport, de souscription, de prise ferme ou d’option d’achat, de négotiation et de toute autre manière, l’acquisition de brevets et licences, leur gestion et mise en valeur.

La Société peut emprunter et lever des fonds, y compris, mais sans être limité à, emprunter de l’argent sous toutes formes et obtenir des prêts sous toutes formes et lever des fonds à travers, y compris, mais sans être limité à, l’émission d’obligations, de titres de prêt, de billets à ordre et d’autres titres de dette ou de capital convertibles ou non, dans le cadre de l’objet décrit ci-dessus.

La Société peut également entrer dans les transactions suivantes, étant entendu que la Société n’entrera pas dans une quelconque transaction qui l’engagerait dans une quelconque activité qui serait considérée comme une activité réglementée du secteur financier:

• accorder des prêts sans limitation à ses filiales, sociétés liées ou toute autre société, y compris, les fonds provenant d’emprunts, d’émission de titres de prêt ou de titres de capital;

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• accorder des garanties, mises en gage, transférer, nantir, créer et accorder des sûretés sur tout ou partie de ses actifs, garantir ses propres obligations et engagements et/ou obligations et engagements de tout autre société et, plus généralement, dans son propre intérêt ou dans celui de toute autre société ou personne.

• entrer dans des accords, y compris, mais non limité à n’importe quelle sorte d’accords de dérivée de crédit, d’accords d’association, d’accords de garantie, d’accords de marketing, d’accords de distribution, d’accords de gestion, d’accords de conseil, d’accords d’administration et d’autres contrats de services, d’accords de vente, ou d’autre en rapport avec son objet social.

La Société peut également faire toutes opérations commerciales, techniques et financières, si ces opérations sont utiles à la réalisation de son objet tel que décrit dans le présent article ainsi que des opérations directement ou indirectement liées aux activités décrites dans cet article.

Art. 3. La durée de la Société est illimitée.

Art. 4. Le siège social est établi à Luxembourg, Grand-Duché du Luxembourg. Il pourra être transféré à n’importe qu’elle autre place dans la ville de Luxembourg par simple décision du conseil d’administration. Il peut être créé, par simple décision du conseil d’administration, des succursales ou bureaux, tant dans le Grand-Duché du Luxembourg qu’à l’étranger.

B. CAPITAL SOCIAL – ACTIONS

Art. 5. Le capital souscrit est fixé à vingt-deux mille US Dollars (USD 22.000) représenté par vingt-deux mille (22.000) parts sociales d’une valeur nominale d’un US Dollar (USD 1,-) chacune.

Chaque part sociale donne droit à une voix dans les délibérations des assemblées générales ordinaires et extraordinaires.

Chaque part donne droit à une fraction des avoirs et bénéfices de la Société en proportion directe au nombre des parts existantes.

Art. 6. Les parts sociales détenues par l’associé unique sont librement transmissibles entre vifs et par voie de succession ou en cas de liquidation de communauté de biens entre époux.

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En cas de pluralité d’associés, les parts sociales sont librement cessibles entre associés. Elles ne sont cessibles dans ce même cas à des non-associés qu’avec le consentement préalable des associés représentant au moins les trois quarts du capital social. Les parts sociales ne peuvent être transmises pour cause de mort à des non-associés que moyennant l’agrément, donné en assemblée générale, des associés représentant les trois quarts des parts appartenant aux associés survivants.

Art. 7. Le capital social pourra, à tout moment, être modifié moyennant décision de l’associé unique ou si le cas se réalise, moyennant accord de la majorité des associés représentant au moins les trois quarts du capital social.

Art. 8. Les parts sociales sont indivisibles à l’égard de la Société qui ne reconnaît qu’un seul propriétaire pour chacune d’elles. Les copropriétaires indivis de parts sociales sont tenus de se faire représenter auprès de la Société par une seule et même personne.

Art. 9. Le décès, l’interdiction, la faillite ou la déconfiture de l’un des associés n’entraînent pas la dissolution de la Société.

C. GERANCE

Art. 10. La Société est gérée par un conseil de gérance composé de trois membres au moins, lesquels ne seront pas nécessairement associés de la Société.

Les gérants sont élus par résolution des associés pour une durée illimitée. Un gérant peut être révoqué avec ou sans motif et remplacé à tout moment par une décision des associés.

En cas de vacance d’un poste d’un gérant pour cause de décès, démission ou toute autre cause, les gérants restants pourront élire, à la majorité des votes, un gérant pour pourvoir au remplacement du poste devenu vacant jusqu’à la confirmation de cette élection par les associés.

Art. 11. Le conseil de gérance peut nommer un président parmi ses membres ainsi qu’un vice-président. Il pourra alors être désigné un secrétaire, gérant ou non, qui sera en charge de la tenue des procès verbaux des conseils de gérance et des associés.

Les réunions du conseil de gérance seront convoquées par le Président ou par deux gérants, au lieu indiqué dans l’avis de convocation.

Le Président est tenu de présider toutes les réunions d’associés et tous les conseils de gérance, cependant en son absence les associés ou les membres du conseil de gérance pourront nommer un président pro-tempore par vote à la majorité des voix présentes à cette réunion ou à ce conseil.

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Un avis écrit portant sur toute réunion du conseil de gérance sera donné à tous les gérants au moins vingt quatre heures avant la date prévue pour ladite réunion, sauf en cas d’urgence, auquel cas la nature de cette urgence sera mentionnée dans l’avis de convocation. Il peut être renonce à cette convocation écrite sur accord de chaque gérant donné par écrit en original, téléfax ou e-mail.

Une convocation spéciale ne sera pas requise pour les réunions du conseil de gérance au cours desquelles l’ensemble des gérants sont présents ou représentés et ont déclaré avoir préalablement pris connaissance de l’ordre du jour de la réunion ainsi que pour toute réunion se tenant à une heure et à un endroit prévus dans une résolution adoptée préalablement par le conseil de gérance.

Tout gérant peut se faire représenter aux conseils de gérance en désignant par écrit soit en original, soit par téléfax, soit par un moyen de communication électronique dont l’authenticité aura pu être établie, un autre gérant comme son mandataire. Un gérant peut représenter un ou plusieurs de ses co-gérants.

Le conseil de gérance ne pourra délibérer ou agir valablement à une réunion du conseil de gérance que si la majorité au moins des membres est présente ou représentée. Les décisions seront prises à la majorité des voix des gérants présents ou représentés.

Au cas où un gérant de la Société aurait un intérêt personnel opposé dans une quelconque affaire de la Société (autre qu’un intérêt opposé survenu en sa qualité de gérant, préposé ou employé d’une autre partie en cause) ce gérant devra informer le conseil de gérance d’un tel intérêt personnel et opposé et il ne pourra délibérer ni prendre part au vote sur cette affaire. Un rapport devra, par ailleurs, être fait au sujet de l’intérêt personnel et opposé de ce gérant à la prochaine assemblée des associés.

Tout gérant peut participer à la réunion du conseil de gérance par conférence téléphonique ou par tout autre moyen de communication similaire, ayant pour effet que toutes les personnes participant à la réunion peuvent s’entendre, et communiquer entre elles. Une réunion peut ainsi ne se tenir qu’au moyen d’une conférence téléphonique. La participation par ce moyen à une réunion est considérée avoir été assurée en personne.

Le conseil de gérance peut à l’unanimité prendre des résolutions portant sur un ou plusieurs documents par voie circulaire pourvu qu’elles soient prises après approbation de ses membres donnée au moyen d’un écrit original, d’un facsimile, d’un e-mail ou de tous autres moyens de communication. L’intégralité formera le procès-verbal attestant de la résolution prise.

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Art. 12. Les procès-verbaux des conseils de gérance seront signés par le Président et, en son absence, par le président pro-tempore qui aurait assumé la présidence d’une telle réunion ou conjointement par deux gérants.

Les copies ou extraits des procès-verbaux destinés à servir en justice ou ailleurs seront signés par le Président, le secrétaire ou conjointement par deux gérants.

Art. 13. Le conseil de gérance est investi des pouvoirs les plus larges pour accomplir tous les actes de disposition et d’administration dans l’intérêt de la Société. Tous les pouvoirs non expressément réservés par la loi ou les présents statuts aux associés sont de la compétence du conseil de gérance.

Le conseil de gérance peut déléguer la gestion journalière de la Société ainsi que la représentation de la Société pour la gestion journalière, à tout gérant ou gérants, qui à leur tour peuvent constituer des comités délibérant dans les conditions déterminées par le conseil de gérance. Il peut également conférer des pouvoirs et mandats spéciaux à toute personne, gérant ou non, nommer et révoquer tous préposés, employés et fixer leurs émoluments.

Art. 14. La Société sera engagée par la signature individuelle de chaque gérant de la Société ou encore par les signatures conjointes ou uniques de toute autre personne à qui de tels pouvoirs de signature auraient été délégués par le conseil de gérance.

Art. 15. Pour autant que la Loi luxembourgeoise l’autorise et à condition que décharge ait été accordée par l’assemblée générale des associés concernant toute responsabilité résultant de l’exercice de leurs fonctions, les gérants, commissaires aux comptes, secrétaires, employés ou agents de la Société seront indemnisés sur l’actif de la Société contre toute action, coûts, charges, pertes, dommages et dépenses qu’ils auront encouru pour cause de signature de contrats ou de tout action effectuée ou omise directement ou indirectement liée à l’exercice de leurs fonctions, excepté s’ils les ont encouru suite à leur propre acte de malveillance, négligence, ou défaut et excepté selon les provisions de l’article 59 paragraphe 2 de la Loi luxembourgeoise sur les sociétés, et aucun d’entre eux ne devra être responsable collectivement pour un acte, négligence ou défaut commis par l’un ou l’autre d’entre eux, ou pour avoir agi conjointement dans un but de conformité, ou encore pour un banquier ou toute autre personne auprès duquel des actifs de la Société pourraient être déposés, ou pour un banquier, broker ou toute autre personne dans les mains desquelles des actifs de la Société ont été remis, ou pour un défaut de titre de la Société pour l’achat de tout bien, pour l’absence ou l’invalidité de titres détenus la Société alors que des fonds de la Société ont été investis, pour toute

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perte ou dommage occasionné par une erreur de jugement ou d’inadvertance de leur part, pour toute perte, dommage ou inconvénients de toute sorte qui se produiraient dans l’exercice de leurs fonctions respectives ou en relation avec leurs fonctions, excepté s’ils sont causés par leur propre malveillance, négligence ou défaut.

D. DECISIONS DE L’ASSOCIE UNIQUE – DECISIONS COLLECTIVES

D’ASSOCIES

Art. 16. L’associé unique exerce les pouvoirs dévolus à l’assemblée des associés par les dispositions de la section XII de la loi du 10 août 1915 concernant les sociétés commerciales, telle que modifiée.

Il s’en suit que toutes les décisions qui excèdent les pouvoirs reconnus aux gérants sont prises par l’associé unique.

En cas de pluralité d’associés, les décisions qui excèdent les pouvoirs reconnus aux gérants seront prises en assemblée.

Chaque associé peut participer aux décisions collectives quel que soit le nombre de parts sociales qui lui appartient. Chaque associé a un nombre de voix égal au nombre de parts qu’il possède ou représente.

Toute émission de parts sociales suite à la conversion d’obligations convertibles ou d’autres instruments financiers similaires entraîne la convocation préalable d’une assemblée générale d’associés conformément aux dispositions de l’Article 7 ci-dessus. Pour les besoins de la conversion, chaque obligation convertible ou autre instrument financier similaire sera considérée comme une souscription de parts sociales à émettre lors de la conversion.

E. EXERCICE SOCIAL – BILAN – REPARTITIONS

Art. 17. L’exercice social commencera le 1er janvier et se terminera le 31 décembre de chaque année.

Art. 18. Chaque année, au dernier jour du mois de décembre, les comptes sont arrêtés et le ou les gérant(s) dressent un inventaire comprenant l’indication des valeurs actives et passives de la Société.

Le solde créditeur du compte de pertes et profits après déduction de tous dépenses, amortissements, charges et provisions représentet le bénéfice net de la société.

Chaque année il est prélevé cinq pour cent (5%) sur le bénéfice net qui sera alloué à la réserve légale.

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Ce prélèvement cesse d’être obligatoire quand la réserve légale atteint dix pourcent du capital social, étant entendu que ce prélèvement doit reprendre jusqu’à ce que le fond de réserve soit entièrement reconstitué si, à tout moment et pour quelque raison que ce soit, il a été entamé.

Le surplus est attribué à l’associé unique ou est distribué entre les associés. Cependant l’associé unique ou l’assemblée générale des associés peut décider selon vote majoritaire en vertu des dispositions légales applicables que le bénéfice, après déduction de la réserve sera reporté ou alloué à une réserve spéciale.

F. DISSOLUTION - LIQUIDATION

Art. 19. En cas de dissolution de la Société, la liquidation sera faite par un ou plusieurs liquidateur(s), associé(s) ou non, nommé(s) par l’assemblée des associés qui fixera leurs pouvoirs et leurs émoluments. Le ou les liquidateur(s) auront les pouvoirs les plus étendus pour la réalisation de l’actif et le paiement du passif.

L’actif, après déduction du passif, sera partagé entre les associés en proportion des parts sociales détenues dans la Société.

Art. 20. Pour tout ce qui n’est pas réglé par les présents statuts, les associés s’en réfèrent aux dispositions de la loi du 10 août 1915 telle qu’elle a été modifiée.

SOUSCRIPTION ET LIBERATION

Les statuts de la Société ayant été ainsi arrêtés, les parts sociales ont toutes été souscrites par Anvil US 1 LLC, prédésignée et représentée comme dit ci-avant.

Les parts sociales ainsi souscrites sont entièrement libérées en numéraire, de sorte que la somme de vingt-deux mille US Dollars (USD 22.000) est dès maintenant à la disposition de la Société, ce dont il a été justifié au notaire soussigné.

DISPOSITIONS TRANSITOIRES

Le premier exercice social commence à la date de la constitution de la Société et finira le 31 décembre 2013.

RESOLUTIONS PRISES PAR L’ASSOCIEE UNIQUE

La partie comparante pré-mentionnée, représentant l’intégralité du capital social souscrit, a pris les résolutions suivantes en tant qu’associée unique:

1. Le siège social de la Société est établi au 282, route de Longwy, L-1940 Luxembourg.

2. Les personnes suivantes sont nominées en tant que de la Société pour une durée indéterminée:

• Séverine MICHEL, née le 19 juillet 1977 à Epinal, France, ayant son adresse professionnelle au 282, route de Longwy, L-1940 Luxembourg;

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• Kees JAGER, né le 1^er avril 1977 à Guernesey, ayant son adresse professionnelle à Trafalgar Court, Les Banques, St Peter Port, GY1 3QL Guernesey;

• Paul ARMSTRONG, né le 1^er novembre 1973 à Chichester, Royaume-Uni, ayant son adresse professionnelle au 80 Pall Mall, Londres, SW1Y 5ES, Angleterre; et

• Cédric PEDONI, né le 24 mars 1975 à Villerupt, France, ayant son adresse professionnelle au 282, route de Longwy, L-1940 Luxembourg.

FRAIS

Le montant total des frais, dépenses, rémunérations ou charges, sous quelque forme que ce soit, qui incombent à la Société, ou qui sont mis à sa charge à raison des présentes, s’élève approximativement à la somme de mille euros (EUR 1.000,-).

DECLARATION

Le notaire soussigné, qui comprend et parle l’anglais et le français, déclare par les présentes, qu’à la requête de la partie comparante le présent acte est rédigé en anglais suivi d’une version française; à la requête de la même partie comparante, et en cas de divergences entre le texte anglais et français, la version anglaise prévaudra.

DONT ACTE, le présent acte a été passé à Luxembourg, à la date indiquée en tête des présentes.

Après lecture du présent acte à la mandataire de la partie comparante, agissant comme dit ci-avant, connue du notaire par nom, prénom, état civil et domicile, ladite mandataire a signé avec Nous, notaire, le présent acte.

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EX-3.6

Exhibit 3.6

NUMERO 2627/2012

CONSTITUTION DE SOCIETE DU 14 DECEMBRE 2012

In the year two thousand and twelve, on the fourteenth day of December; Before Us M^e Carlo WERSANDT, notary residing in Luxembourg (Grand Duchy of Luxembourg), undersigned;

THERE APPEARED:

Anvilire Limited, a limited liability company established under the laws of Ireland, registered under number 521068 and having its registered office at 25-28 North Wall Quay, IFCS, Dublin 1, Ireland,

here represented by Mrs Alexia UHL, private employee, residing professionally in Luxembourg, by virtue of a power of attorney, given in Ireland.

The said power of attorney, initialed ne varietur by the proxyholder of the appearing person and the notary, will remain annexed to the present deed to be filed at the same time with the registration authorities.

Such appearing party, represented as stated above, has required the officiating notary to enact the deed of incorporation of a private limited company (société à responsabilité limitée) which it deems to incorporate and the articles of association of which shall be as follows:

A. PURPOSE – DURATION – NAME – REGISTERED OFFICE

Art. 1. There is hereby formed a société à responsabilité limitée under the name of “Ancelux 4 S.àr.l.” (hereinafter the “Company”) which shall be governed by the law of 10 August 1915 concerning commercial companies, as amended from time to time, as well as by the present articles of incorporation.

Art. 2. The purpose of the Company shall be to acquire, hold, manage and dispose of participating interests, in any form whatsoever, in Luxembourg or foreign enterprises; to acquire any securities, rights and assets through participation, contribution, underwriting firm purchase or option, negotiation or in any other way, to acquire patents and licences, to manage and develop them.

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The Company may borrow and raise funds, including, but not limited to, borrowing money in any form or obtaining any form of credit facility and raise funds through, including, but not limited to, the issue of bonds, notes, debentures, promissory notes, and other debt or equity instruments, convertible or not, on a private basis for the purpose listed above.

The Company can also enter into the following transactions, it being understood that the Company will not enter into any transaction, which would cause it to be engaged in any activity that would be considered as a regulated activity of the financial sector:

• lend funds including, without limitation, the proceeds of any borrowings and/or issues of debt or equity securities to its subsidiaries, affiliated companies and/or any other companies;

• give guarantees and pledge, transfer, encumber or otherwise create and grant security over all or over some of its assets to guarantee its own obligations and undertakings and/or obligations and undertakings of any other company, and, generally, for its own benefit and/or the benefit of any other company or person;

• enter into agreements, including, but not limited to any kind of credit derivative agreements, partnership agreements, underwriting agreements, marketing agreements, distribution agreements, management agreements, advisory agreements, administration agreements and other services contracts, selling agreements, or other in relation to its purpose;

The Company may also perform all commercial, technical and financial operations, if these operations are likely to enhance the above-mentioned objectives as well as operations directly or indirectly linked to the activities described in this article.

Art. 3. The Company is incorporated for an unlimited duration.

Art. 4. The registered office of the Company is established in Luxembourg. It may be transferred to any other place in the City of Luxembourg by means of a resolution of the Board of Managers. Branches or other offices may be established either in Luxembourg or abroad.

B. SHARE CAPITAL – SHARES

Art. 5. The Company’s share capital is set at eighteen thousand US Dollars (USD 18,000) represented by eighteen thousand (18,000) shares with a par value of one US Dollar (USD 1.00) each.

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Each share is entitled to one vote at ordinary and extraordinary general meetings.

Each share gives right to a fraction of the assets and profits of the company in direct proportion to the number of shares in existence.

Art. 6.- The shares held by the sole partner are freely transferable among living persons and by way of inheritance or in case of liquidation of joint estate of husband and wife.

In case of more partners, the shares are freely transferable among partners. In the same case they are transferable to non-partners only with the prior approval of the partners representing at least three quarters of the capital. In the same case the shares shall be transferable because of death to non-partners only with the prior approval of the owners of shares representing at least three quarters of the rights owned by the survivors.

Art. 7.- The share capital may be modified at any time by the decision of the sole partner or, should this happen, by approval of a majority of partners representing three quarters of the share capital at least.

Art. 8.- The Company will recognize only one holder per share. The joint co-owners shall appoint a single representative who shall represent them towards the Company.

Art. 9.- The death, suspension of civil rights, bankruptcy or insolvency of one of the partners will not cause the dissolution of the Company.

C. MANAGEMENT

Art. 10.- The Company shall be managed by a board of managers composed of three members at least, who need not be partners of the Company.

The managers shall be elected by a resolution of the partners for an unlimited duration. A manager may be removed with or without cause and replaced at any time by a resolution adopted by the partners.

In the event of a vacancy in the office of a manager because of death, retirement or otherwise, the remaining managers may elect, by majority vote, a manager to fill such vacancy until the next resolution of the partners ratifying such election, it being understood that such manager is to be presented in the same manner as the manager whose office became vacant.

Art. 11.- The board of managers may choose from among its members a chairman, and may choose from among its members a vice-chairman. It may also choose a secretary, who need not be a manager who shall be responsible for keeping the minutes of the meetings of the board of managers and of the partners.

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The board of managers shall meet upon call by the chairman or two managers at the place indicated in the notice of meeting.

The chairman shall preside at all meetings of partners and the board of managers, but in his absence the managers or the board of managers may appoint another chairman pro tempore by vote of the majority present at any such meeting.

Written notice of any meeting of the board of managers shall be given to all managers at least twenty-four hours in advance of the time set for such meeting, except in circumstances of emergency in which case the nature of such circumstances shall be set forth in the notice of meetings. This notice may be waived by the consent in writing or by fax or e-mail of each manager.

Separate notice shall not be required for meetings at which all the managers are present or represented and have declared that they had prior knowledge of the agenda as well as for individual meetings held at times and places prescribed in a schedule previously adopted by resolution of the board of managers.

Any manager may act at any meeting of the board of managers by appointing in writing or by fax or, provided the genuineness thereof is established, electronic transmission, another manager as his proxy. One manager can represent more than one of his/her co-managers.

The board of managers can deliberate or act validly at a meeting of the board of managers only if at least a majority of the managers is present or represented.

Decisions shall be taken by a majority of the votes of the managers present or represented at such meeting.

In the event that any manager of the Company may have any personal interest in any transaction of the Company (other than that arising by virtue of serving as a manager, officer or employee in the other contracting party), such manager shall make known to the board of managers such personal interest and shall not consider, or vote on such transactions, and such manager’s interest therein shall be reported to the next succeeding meeting of partners.

Any manager may participate in any meeting of the board of managers by conference-call or by other similar means of communication allowing all the persons taking part in the meeting to hear one another and to communicate with one another. A meeting may also be held by conference call only. The participation in a meeting by these means is equivalent to a participation in person at such meeting.

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The board of managers may, unanimously, pass resolutions on one or several similar documents by circular means when expressing its approval in writing, by facsimile, e-mail or any other similar means of communication. The entirety will form the minutes giving evidence of the resolution.

Art. 12.- The minutes of any meeting of the board of managers shall be signed by the chairman or, in his absence, by the chairman pro tempore who presided at such meeting or by any two managers.

Copies or extracts of such minutes, which may be produced in judicial proceedings or otherwise shall be signed by the chairman, by the secretary or jointly by any two managers.

Art. 13.- The board of managers is vested with the broadest powers to perform all acts of administration and disposition in the Company’s interest. All powers not expressly reserved by law or by the present articles to the resolution of the partners fall within the competence of the board of managers.

The board of managers may delegate its powers to conduct the daily management and affairs of the Company and the representation of the Company for such management and affairs, to any member or members of the board who may constitute committees deliberating under such terms as the board shall determine. It may also confer all powers and special mandates to any persons who need not be managers, appoint and dismiss all officers and employees and fix their remuneration.

Art. 14.- The Company will be bound by the sole signature of any manager of the Company, as well as by the joint or single signature of any person or persons to whom specific signatory powers shall have been delegated by the board of managers.

Art. 15.- To the extent permissible under Luxembourg Law and provided that, to the extent applicable, discharge has been granted by the general meeting of shareholders for any liability resulting from the performance of their duties, the Managers, auditor, secretary and other officers, servants or agents for the time being of the Company shall be indemnified out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses, which they or any of them shall or may incur or sustain by reason of any contract entered into or any act done, concurred in, or omitted, on or about the execution of their duty or supposed duty or in relation thereto except such (if any) as they shall incur or sustain by or through their own willful act, neglect or default respectively and except as provided for in article 59

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paragraph 2 of the Luxembourg company law, and none of them shall be answerable for the act, receipts, neglects or defaults of the other or others of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for any bankers, brokers, or other persons into whose hands any money or assets of the Company may come, or for any defect of title of the Company to any property purchased, or for the insufficiency or deficiency or defect of title of the Company, to any security upon which any moneys of the Company shall be invested, or for any loss or damage occasioned by an error of judgment or oversight on their part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of their respective offices or in relation thereto, except the same shall happen by or through their own willful neglect or default respectively.

D. DECISIONS OF THE SOLE PARTNER –

COLLECTIVE DECISIONS OF THE PARTNERS

Art. 16.- The sole partner exercises the powers devolved to the meeting of partners by the dispositions of section XII of the law of August 10, 1915 on sociétés à responsabilité limitée.

As a consequence thereof all decisions, which exceed the powers of the managers are taken by the sole partner.

In case of more partners the decisions, which exceed the powers of the managers shall be taken by the meeting.

Each partner may participate in the collective decisions irrespective of the numbers of shares, which it owns. Each partner is entitled to as many votes as it holds or represents shares.

Any issuance of shares as a result of the conversion of convertible bonds or other similar financial instruments shall mean the convening of a prior general meeting of partners in accordance with the provisions of Article 7 above. Each convertible bond or other similar financial instrument shall be considered for the purpose of the conversion as a subscription for shares to be issued upon conversion.

E. FINANCIAL YEAR – ANNUAL ACCOUNTS –

DISTRIBUTION OF PROFITS

Art. 17.- The Company’s financial year runs from the first of January to the thirty-first of December of each year.

Art. 18.- Each year, as at the thirty-first of December, there will be drawn up a record of the assets and liabilities of the Company, as well as a profit and loss account.

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The credit balance of the profit and loss account, after deduction of the expenses, costs, amortizations, charges and provisions represents the net profit of the company.

Every year five percent of the net profit will be transferred to the legal reserve.

This deduction ceases to be compulsory when the legal reserve amount to one tenth of the issued capital but must be resumed until the reserve fund is entirely reconstituted if, at any time and for any reason whatever, it has been broken into.

The excess is attributed to the sole partner or distributed among the partners. However, the sole partner or, as the case may be, the meeting of partners may decide, at the majority vote determined by the relevant laws, that the profit, after deduction of the reserve, be either carried forward or transferred to an extraordinary reserve.

F. DISSOLUTION – LIQUIDATION

Art. 19. In the event of a dissolution of the Company, the Company shall be liquidated by one or more liquidators, which do not need to be partners, and which are appointed by the general meeting of partners, which will determine their powers and fees. Unless otherwise provided, the liquidators shall have the most extensive powers for the realization of the assets and payment of the liabilities of the Company.

The surplus resulting from the realization of the assets and the payment of the liabilities shall be distributed among the partners proportionally to the shares of the Company held by them.

Art. 20. All matters not governed by these articles of incorporation shall be determined in accordance with the law of August 10, 1915 on commercial companies and amendments thereto.

SUBSCRIPTION AND PAYMENT

The articles thus having been established, the shares have all been subscribed by Anvilire Limited, predesignated and represented as said before.

All the shares have been fully paid up in cash so that the amount of eighteen thousand US Dollars (USD 18,000) is at the free disposal of the Company as has been proved to the undersigned notary who expressly bears witness to it.

TRANSITIONAL DISPOSITIONS

The first financial year shall begin on the date of the formation of the Company and shall terminate on December 31, 2013.

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RESOLUTIONS TAKEN BY THE SOLE PARTNER

The aforementioned appearing party, representing the whole of the subscribed share capital, has adopted the following resolutions as sole partner:

1. The registered office of the Company shall be 282, route de Longwy, L-1940 Luxembourg.

2. The following persons are appointed managers of the Company for an indefinite duration:

• Séverine MICHEL, born on July 19, 1977 in Epinal, France, with professional address at 282, route de Longwy, L-1940 Luxembourg;

• Kees JAGER, born on April 1, 1977 in Guernsey, Channel Islands, with professional address at Trafalgar Court, Les Banques, St Peter Port, GY1 3QL Guernsey;

• Paul ARMSTRONG, born on November 1, 1973 in Chichester, United Kingdom, with professional address at 80 Pall Mall, London, SW1Y 5ES, United Kingdom; and

• Cédric PEDONI, born on March 24, 1975 in Villerupt, France, with professional address at 282, route de Longwy L-1940 Luxembourg.

COSTS

The aggregate amount of the costs, expenditures, remunerations or expenses, in any form whatsoever, which the Company incurs or for which it is liable by reason of the present deed, is approximately one thousand Euros (EUR 1,000.-).

STATEMENT

The undersigned notary, who understands and speaks English and French, states herewith that, on request of the above appearing party, the present deed is worded in English followed by a French version; on request of the same appearing party, and in case of discrepancies between the English and the French text, the English version will prevail.

WHEREOF the present deed was drawn up in Luxembourg, at the date indicated at the beginning of the document.

After reading the present deed to the proxyholder of the appearing party, acting as said before, known to the notary by name, first name, civil status and residence, the said proxyholder has signed with Us, the notary, the present deed.

Suit la version française du texte qui précède

L’an deux mille douze, le quatorzième jour de décembre.

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Pardevant Nous Maître Carlo WERSANDT, notaire de résidence à Luxembourg, (Grand-Duché de Luxembourg), soussigné;

A COMPARU:

Anvilire Limited, une société à responsabilité limitée établie sous le droit irlandais, enregistrée sous le numéro 521068 et ayant son siège social au 25-28 North Wall Quay, IFSC, Dublin 1, Irlande,

ici représentée par Madame Alexia UHL, employée privée, demeurant professionnellement à Luxembourg, en vertu d’une procuration donnée en Irlande.

La procuration signée ne varietur par la mandataire de la partie comparante et par le notaire soussigné restera annexée au présent acte pour être soumise avec lui aux formalités de l’enregistrement.

Laquelle partie comparante, représentée comme dit ci-avant, a requis le notaire instrumentaire d’arrêter les statuts d’une société à responsabilité limitée qu’elle déclare constituer comme suit:

A. NOM – DUREE – OBJET – SIEGE – SOCIAL

Art. 1. Il est formé, une société a responsabilité limitée sous la dénomination de “Ancelux 4 S.àr.l.” (ci-après la “Société”) laquelle sera régie par la loi du 10 août 1915 concernant les sociétés commerciales, telle que modifiée, ainsi que par les présents statuts.

Art. 2. La Société a pour objet l’acquisition, la détention, la gestion et la disposition de participations, sous quelque forme que ce soit, dans d’autres sociétés luxembourgeoises et étrangères; l’acquisition de tous titres, droits et actifs par voie de participation, d’apport, de souscription, de prise ferme ou d’option d’achat, de négociation et de toute autre manière, l’acquisition de brevets et licences, leur gestion et mise en valeur.

La Société peut emprunter et lever des fonds, y compris, mais sans être limité à, emprunter de l’argent sous toutes formes et obtenir des prêts sous toutes formes et lever des fonds à travers, y compris, mais sans être limité à, l’émission d’obligations, de titres de prêt, de billets à ordre et d’autres titres de dette ou de capital convertibles ou non, dans le cadre de l’objet décrit ci-dessus.

La Société peut également entrer dans les transactions suivantes, étant entendu que la Société n’entrera pas dans une quelconque transaction qui l’engagerait dans une quelconque activité qui serait considérée comme une activité réglementée du secteur financier:

• accorder des prêts sans limitation à ses filiales, sociétés liées ou toute autre société, y compris, les fonds provenant d’emprunts, d’émission de titres de prêt ou de titres de capital;

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• accorder des garanties, mises en gage, transférer, nantir, créer et accorder des sûretés sur tout ou partie de ses actifs, garantir ses propres obligations et engagements et/ou obligations et engagements de tout autre société et, plus généralement, dans son propre intérêt ou dans celui de toute autre société ou personne.

• entrer dans des accords, y compris, mais non limité à n’importe quelle sorte d’accords de dérivée de crédit, d’accords d’association, d’accords de garantie, d’accords de marketing, d’accords de distribution, d’accords de gestion, d’accords de conseil, d’accords d’administration et d’autres contrats de services, d’accords de vente, ou d’autre en rapport avec son objet social.

La Société peut également faire toutes opérations commerciales, techniques et financières, si ces opérations sont utiles à la réalisation de son objet tel que décrit dans le présent article ainsi que des opérations directement ou indirectement liées aux activités décrites dans cet article.

Art. 3. La durée de la Société est illimitée.

Art. 4. Le siège social est établi à Luxembourg, Grand-Duché du Luxembourg. Il pourra être transféré à n’importe qu’elle autre place dans la ville de Luxembourg par simple décision du conseil d’administration. Il peut être créé, par simple décision du conseil d’administration, des succursales ou bureaux, tant dans le Grand-Duché du Luxembourg qu’à l’étranger.

B. CAPITAL SOCIAL – ACTIONS

Art. 5. Le capital souscrit est fixé à dix-huit mille US Dollars (USD 18.000) représenté par dix-huit mille (18.000) parts sociales d’une valeur nominale d’un US Dollar (USD 1,-) chacune.

Chaque part sociale donne droit à une voix dans les délibérations des assemblées générales ordinaires et extraordinaires.

Chaque part donne droit à une fraction des avoirs et bénéfices de la Société en proportion directe au nombre des parts existantes.

Art. 6. Les parts sociales détenues par l’associé unique sont librement transmissibles entre vifs et par voie de succession ou en cas de liquidation de communauté de biens entre époux.

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En cas de pluralité d’associés, les parts sociales sont librement cessibles entre associés. Elles ne sont cessibles dans ce même cas à des non-associés qu’avec le consentement préalable des associés représentant au moins les trois quarts du capital social. Les parts sociales ne peuvent être transmises pour cause de mort à des non-associés que moyennant l’agrément, donné en assemblée générale, des associés représentant les trois quarts des parts appartenant aux associés survivants.

Art. 7. Le capital social pourra, à tout moment, être modifié moyennant décision de l’associé unique ou si le cas se réalise, moyennant accord de la majorité des associés représentant au moins les trois quarts du capital social.

Art. 8. Les parts sociales sont indivisibles à l’égard de la Société qui ne reconnaît qu’un seul propriétaire pour chacune d’elles. Les copropriétaires indivis de parts sociales sont tenus de se faire représenter auprès de la Société par une seule et même personne.

Art. 9. Le décès, l’interdiction, la faillite ou la déconfiture de l’un des associés n’entraînent pas la dissolution de la Société.

C. GERANCE

Art. 10. La Société est gérée par un conseil de gérance composé de trois membres au moins, lesquels ne seront pas nécessairement associés de la Société.

Les gérants sont élus par résolution des associés pour une durée illimitée. Un gérant peut être révoqué avec ou sans motif et remplacé à tout moment par une décision des associés.

En cas de vacance d’un poste d’un gérant pour cause de décès, démission ou toute autre cause, les gérants restants pourront élire, à la majorité des votes, un gérant pour pourvoir au remplacement du poste devenu vacant jusqu’à la confirmation de cette élection par les associés.

Art. 11. Le conseil de gérance peut nommer un président parmi ses membres ainsi qu’un vice-président. Il pourra alors être désigné un secrétaire, gérant ou non, qui sera en charge de la tenue des procès verbaux des conseils de gérance et des associés.

Les réunions du conseil de gérance seront convoquées par le Président ou par deux gérants, au lieu indiqué dans l’avis de convocation.

Le Président est tenu de présider toutes les réunions d’associés et tous les conseils de gérance, cependant en son absence les associés ou les membres du conseil de gérance pourront nommer un président pro-tempore par vote à la majorité des voix présentes à cette réunion ou à ce conseil.

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Un avis écrit portant sur toute réunion du conseil de gérance sera donné à tous les gérants au moins vingt quatre heures avant la date prévue pour ladite réunion, sauf en cas d’urgence, auquel cas la nature de cette urgence sera mentionnée dans l’avis de convocation. Il peut être renoncé à cette convocation écrite sur accord de chaque gérant donné par écrit en original, téléfax ou e-mail.

Une convocation spéciale ne sera pas requise pour les réunions du conseil de gérance au cours desquelles l’ensemble des gérants sont présents ou représentés et ont déclaré avoir préalablement pris connaissance de l’ordre du jour de la réunion ainsi que pour toute réunion se tenant à une heure et à un endroit prévus dans une résolution adoptée préalablement par le conseil de gérance.

Tout gérant peut se faire représenter aux conseils de gérance en désignant par écrit soit en original, soit par téléfax, soit par un moyen de communication électronique dont l’authenticité aura pu être établie, un autre gérant comme son mandataire. Un gérant peut représenter un ou plusieurs de ses co-gérants.

Le conseil de gérance ne pourra délibérer ou agir valablement à une réunion du conseil de gérance que si la majorité au moins des membres est présente ou représentée. Les décisions seront prises à la majorité des voix des gérants présents ou représentés.

Au cas ou un gérant de la Société aurait un intérêt personnel opposé dans une quelconque affaire de la Société (autre qu’un intérêt opposé survenu en sa qualité de gérant, préposé ou employé d’une autre partie en cause) ce gérant devra informer le conseil de gérance d’un tel intérêt personnel et opposé et il ne pourra délibérer ni prendre part au vote sur cette affaire. Un rapport devra, par ailleurs, être fait au sujet de l’intérêt personnel et opposé de ce gérant à la prochaine assemblée des associés.

Tout gérant peut participer à la réunion du conseil de gérance par conférence téléphonique ou par tout autre moyen de communication similaire, ayant pour effet que toutes les personnes participant à la réunion peuvent s’entendre, et communiquer entre elles. Une réunion peut ainsi ne se tenir qu’au moyen d’une conférence téléphonique. La participation par ce moyen à une réunion est considérée avoir été assurée en personne.

Le conseil de gérance peut à l’unanimité prendre des résolutions portant sur un ou plusieurs documents par voie circulaire pourvu qu’elles soient prises après approbation de ses membres donnée au moyen d’un écrit original, d’un facsimile, d’un e-mail ou de tous autres moyens de communication. L’intégralité formera le procès-verbal attestant de la résolution prise.

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Art. 12. Les procès-verbaux des conseils de gérance seront signés par le Président et, en son absence, par le président pro-tempore qui aurait assumé la présidence d’une telle réunion ou conjointement par deux gérants.

Les copies ou extraits des procès-verbaux destinés à servir en justice ou ailleurs seront signés par le Président, le secrétaire ou conjointement par deux gérants.

Art. 13. Le conseil de gérance est investi des pouvoirs les plus larges pour accomplir tous les actes de disposition et d’administration dans l’intérêt de la Société. Tous les pouvoirs non expressément réservés par la loi ou les présents statuts aux associés sont de la compétence du conseil de gérance.

Le conseil de gérance peut déléguer la gestion journalière de la Société ainsi que la représentation de la Société pour la gestion journalière, à tout gérant ou gérants, qui à leur tour peuvent constituer des comités délibérant dans les conditions déterminées par le conseil de gérance. Il peut également conférer des pouvoirs et mandats spéciaux à toute personne, gérant ou non, nommer et révoquer tous préposés, employés et fixer leurs émoluments.

Art. 14. La Société sera engagée par la signature individuelle de chaque gérant de la Société ou encore par les signatures conjointes ou uniques de toute autre personne à qui de tels pouvoirs de signature auraient été délégués par le conseil de gérance.

Art. 15. Pour autant que la Loi luxembourgeoise l’autorise et à condition que décharge ait été accordée par l’assemblée générale des associés concernant toute responsabilité résultant de l’exercice de leurs fonctions, les gérants, commissaires aux comptes, secrétaires, employés ou agents de la Société seront indemnisés sur l’actif de la Société contre toute action, coûts, charges, pertes, dommages et dépenses qu’ils auront encouru pour cause de signature de contrats ou de tout action effectuée ou omise directement ou indirectement liée à l’exercice de leurs fonctions, excepté s’ils les ont encouru suite à leur propre acte de malveillance, négligence, ou défaut et excepté selon les provisions de l’article 59 paragraphe 2 de la Loi luxembourgeoise sur les sociétés, et aucun d’entre eux ne devra être responsable collectivement pour un acte, négligence ou défaut commis par l’un ou l’autre d’entre eux, ou pour avoir agi conjointement dans un but de conformité, ou encore pour un banquier ou toute autre personne auprès duquel des actifs de la Société pourraient être déposés, ou pour un banquier, broker ou toute autre personne dans les mains desquelles des actifs de la Société ont été remis, ou pour un défaut de titre de la Société pour l’achat de tout bien, pour l’absence ou l’invalidité de titres détenus la Société alors que des fonds de la Société ont été investis, pour toute

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perte ou dommage occasionné par une erreur de jugement ou d’inadvertance de leur part, pour toute perte, dommage ou inconvénients de toute sorte qui se produiraient dans l’exercice de leurs fonctions respectives ou en relation avec leurs fonctions, excepté s’ils sont causés par leur propre malveillance, négligence ou défaut.

D. DECISIONS DE L’ASSOCIE UNIQUE – DECISIONS COLLECTIVES

D’ASSOCIES

Art. 16. L’associé unique exerce les pouvoirs dévolus à l’assemblée des associés par les dispositions de la section XII de la loi du 10 août 1915 concernant les sociétés commerciales, telle que modifiée.

Il s’en suit que toutes les décisions qui excèdent les pouvoirs reconnus aux gérants sont prises par l’associé unique.

En cas de pluralité d’associés, les décisions qui excèdent les pouvoirs reconnus aux gérants seront prises en assemblée.

Chaque associé peut participer aux décisions collectives quel que soit le nombre de parts sociales qui lui appartient. Chaque associé a un nombre de voix égal au nombre de parts qu’il possède ou représente.

Toute émission de parts sociales suite à la conversion d’obligations convertibles ou d’autres instruments financiers similaires entraîne la convocation préalable d’une assemblée générale d’associes conformément aux dispositions de l’Article 7 ci-dessus. Pour les besoins de la conversion, chaque obligation convertible ou autre instrument financier similaire sera considérée comme une souscription de parts sociales à émettre lors de la conversion.

E. EXERCICE SOCIAL – BILAN - REPARTITIONS

Art. 17. L’exercice social commencera le ler janvier et se terminera le 31 décembre de chaque année.

Art. 18. Chaque année, au dernier jour du mois de décembre, les comptes sont arrêtés et le ou les gérant(s) dressent un inventaire comprenant l’indication des valeurs actives et passives de la Société.

Le solde créditeur du compte de pertes et profits après déduction de tous dépenses, amortissements, charges et provisions représentent le bénéfice net de la société.

Chaque année il est prélevé cinq pour cent (5%) sur le bénéfic net qui sera alloué à la réserve légale.

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Ce prélèvement cesse d’être obligatoire quand la réserve légale atteint dix pourcent du capital social, étant entendu que ce prélèvement doit reprendre jusqu’à ce que le fond de réserve soit entièrement reconstitué si, à tout moment et pour quelque raison que ce soit, il a été entamé.

Le surplus est attribué à l’associé unique ou est distribué entre les associés. Cependant l’associé unique ou l’assemblée générate des associés peut décider selon vote majoritaire en vertu des dispositions légales applicables que le bénéfice, après déduction de la réserve sera reporté ou alloué à une réserve spéciale.

F. DISSOLUTION – LIQUIDATION

Art. 19. En cas de dissolution de la Société, la liquidation sera faite par un ou plusieurs liquidateur(s), associé(s) ou non, nommé(s) par l’assemblée des associés qui fixera leurs pouvoirs et leurs émoluments. Le ou les liquidateur(s) auront les pouvoirs les plus étendus pour la réalisation de l’actif et le paiement du passif.

L’actif, après déduction du passif, sera partagé entre les associés en proportion des parts sociales détenues dans la Société.

Art. 20. Pour tout ce qui n’est pas réglé par les présents statuts, les associés s’en réfèrent aux dispositions de la loi du 10 août 1915 telle qu’elle a été modifiée.

SOUSCRIPTION ET LIBERATION

Les statuts de la Société ayant été ainsi arrêtés, les parts sociales ont toutes été souscrites par Anvilire Limited, prédésignée et représentée comme dit ci-avant.

Les parts sociales ainsi souscrites sont entièrement libérées en numéraire, de sorte que la somme de dix-huit mille US Dollars (USD 18.000) est dès maintenant à la disposition de la Société, ce dont il a été justifié au notaire soussigné.

DISPOSITIONS TRANSITOIRES

Le premier exercice social commence à la date de la constitution de la Société et finira le 31 décembre 2013.

RESOLUTIONS PRISES PAR L’ASSOCIEE UNIQUE

La partie comparante pré-mentionnée, représentant l’intégralité du capital social souscrit, a pris les résolutions suivantes en tant qu’associée unique:

1. Le siège social de la Société est établi au 282, route de Longwy, L-1940 Luxembourg.

2. Les personnes suivantes sont nominées en tant que de la Société pour une durée indéterminée:

• Séverine MICHEL, née le 19 juillet 1977 à Epinal, France, ayant son adresse professionnelle au 282, route de Longwy, L-1940 Luxembourg;

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• Kees JAGER, né lé 1^er avril 1977 à Guernesey, ayant son adresse professionnelle à Trafalgar Court, Les Banques, St Peter Port, GY1 3QL Guernesey;

• Paul ARMSTRONG, né le 1^er novembre 1973 à Chichester, Royaume-Uni, ayant son adresse professionnelle au 80 Pall Mall, Londres, SW1Y 5ES, Angleterre ; et

• Cédric PEDONI, né le 24 mars 1975 à Villerupt, France, ayant son adresse professionnelle au 282, route de Longwy, L-1940 Luxembourg.

FRAIS

Le montant total des frais, dépenses, rémunérations ou charges, sous quelque forme que ce soit, qui incombent à la Société, ou qui sont mis à sa charge à raison des présentes, s’élève approximativement à la somme de mille euros (EUR 1.000,-).

DECLARATION

Le notaire soussigné, qui comprend et parle l’anglais et le français, déclare par les présentes, qu’à la requête de la partie comparante le présent acte est rédigé en anglais suivi d’une version française; à la requête de la même partie comparante, et en cas de divergences entre le texte anglais et français, la version anglaise prévaudra.

DONT ACTE, le présent acte a été passé à Luxembourg, à la date indiquée en tête des présentes.

Après lecture du présent acte à la mandataire de la partie comparante, agissant comme dit ci-avant, connue du notaire par nom, prénom, état civil et domicile, ladite mandataire a signé avec Nous, notaire, le présent acte.

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EX-3.7

Exhibit 3.7

Number 503335

Certificate of Incorporation

I hereby certify that

ANCESTRY INFORMATION OPERATIONS COMPANY

is this day incorporated under the Companies Acts 1963 to 2009.

Given under my hand at Dublin, this Tuesday, the 6th day of September, 2011

for Registrar of Companies

EX-3.8

Exhibit 3.8

COMPANIES ACTS 1963 TO 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

OF

ANCESTRY INFORMATION OPERATIONS COMPANY

MATHESON

70 Sir John Rogerson’s Quay

Dublin 2

Ireland

TEL + 353 1 232 2000

FAX + 353 1 232 3333

COMPANIES ACTS 1963 TO 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

OF

ANCESTRY INFORMATION OPERATIONS COMPANY

1. The name of the Company is Ancestry Information Operations Company.

2. The objects for which the Company is established are:-

2.1 To carry on the business of an online professional genealogy organisation, including associated software design and development, data processing and storage and the provision of all other related genealogy products and services of every description.

2.2 To carry on all or any of the businesses as aforesaid either as a separate business or as the principal business of the Company and to carry on any other business (whether manufacturing or otherwise) (except the issuing of policies of insurance) which may seem to the Company capable of being conveniently carried on in connection with the above objects or calculated directly or indirectly to enhance the value of or render more profitable any of the Company’s property.

2.3 To purchase, take on lease or in exchange or otherwise acquire real and chattel real property of all kinds and in particular lands, tenements and hereditaments of any tenure whether subject or not to any charges or incumbrances, and to hold or to sell, develop, let, alienate, mortgage, charge, or otherwise deal with all or any of such lands, tenements or hereditaments for such consideration and on such terms as may be considered expedient.

2.4 To improve, manage, cultivate, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

2.5 To acquire and hold shares and stocks of any class or description, debentures, debenture stock, bonds, bills, mortgages, obligations, investments and securities of all descriptions and of any kind issued or guaranteed by any company, corporation of undertaking of whatever nature and wheresoever constituted or carrying on business or issued or guaranteed by any government, state, dominion, colony, sovereign ruler, commissioners, trust, public, municipal, local or other authority or body of whatsoever nature and wheresoever situated and investments, securities and property of all descriptions and of any kind, including real and chattel real estates, mortgages, reversions, contingencies and choses in action.

2.6 To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

2.7 To purchase or otherwise acquire and undertake, the whole or any part of the business, goodwill, property, assets and liabilities of any person firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, union of interests, or for co-operation, joint venture or for mutual assistance or reciprocal concession with any such person, firm or company, and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.

2.8 To sell or otherwise dispose of the whole or any part of the business, undertaking, property or investments of the Company, either together or in portions for such consideration and on such terms as may be considered expedient.

2.9 To pay for any property, assets or rights acquired by the Company, and to discharge or satisfy any debt, obligation or liability of the Company, either in cash or in shares with or without preferred or deferred rights in respect of dividend or repayment of capital or otherwise, or by any other securities which the Company has power to issue, or partly in one way and partly in another, and generally on such terms as may be considered expedient.

2.10 To accept payment for any property, assets or rights disposed of or dealt with or for any services rendered by the Company, or in discharge or satisfaction of any debt, obligation or liability to the Company, either in cash or in shares, with or without deferred or preferred rights in respect of dividend or repayment of capital or otherwise, or in any other securities, or partly in one way and partly in another, and generally on such terms as may be considered expedient.

2.11 To advance, deposit or lend money, securities and property to or with such persons and on such terms as may seem expedient.

2.12 To borrow or raise money in any such manner and on such terms and for such purposes as the Company shall think fit, whether alone or jointly and/or severally with any person or persons, including, without prejudice to the generality of the foregoing, by the issue of debentures or debenture stock (perpetual or otherwise), and to secure, with or without consideration, the payment or repayment of any money borrowed, raised, or owing or any debt, obligation or liability of the Company or of any person whatsoever in such manner and on such terms as the Company shall think fit, and in particular by mortgage, charge, lien or debenture or any other security of whatsoever nature or howsoever described, perpetual or otherwise, charged upon all or any of the Company’s property, undertaking, rights or assets of any description, both present and future, including its uncalled capital, and to purchase, redeem or pay off any such securities.

2.13 To receive money on loan upon such terms as the Company may approve and to guarantee, enter into any suretyship or joint obligation, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods and whether in support of such guarantee or indemnity or suretyship or joint obligation or otherwise, the payment of any debts or the performance of any contract or obligation of any company or association or undertaking or of any person (including, without prejudice to the generality of the foregoing, the payment of any capital, principal, dividends or interest on any stocks, shares, debentures, debenture stock, notes, bonds or other securities of any person, authority (whether supreme, local, municipal or otherwise) or company) including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company (as defined in Section 155 of the Companies Act 1963 or any statutory modification or re-enactment thereof,) or another subsidiary (as defined by Section 155 of the Companies Act 1963) of the Company’s holding company or a subsidiary of the Company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect, from entering into such guarantee or indemnity or suretyship or joint obligation or other arrangement or transaction contemplated herein.

2.14 As an object of the Company and as a pursuit in itself or otherwise and whether for the purpose of making a profit or avoiding a loss or managing a current or interest rate exposure or any other exposure or for any other purpose whatsoever, to engage in currency exchange, interest rate and commodity transactions, derivative transactions and any other financial or other transactions of whatever nature in any manner and on any terms and for any purposes whatsoever, including, without prejudice to the generality of the foregoing, any transaction for the purpose of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense, or liability arising, or which may arise, directly or indirectly, from a change or changes in any interest rate or

currency exchange rate or in the price or value of any property, asset, commodity, index or liability or from any other risk or factor affecting the Company’s business, including but not limited to dealings whether involving purchases, sales or otherwise in foreign currency, spot and/or forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and any such other foreign exchange or interest rate or commodity or other hedging arrangements and such other instruments as are similar to, or derived from, any of the foregoing.

2.15 To the extent that the same is permitted by law, to give financial assistance for the purpose of or in connection with a purchase or subscription of or for shares in the Company or the Company’s holding company for the time being (as defined by Section 155 of the Companies Act 1963) and to give such assistance by any means howsoever permitted by law.

2.16 To redeem, purchase or otherwise acquire in any manner permitted by law and on such terms and in such manner as the Company may think fit any shares in the Company’s capital.

2.17 To apply for, purchase or otherwise acquire and hold, use, develop, protect, sell, licence or otherwise dispose of, or deal with patents, brevets d’invention, copyrights, designs, trade marks, secret processes, know-how and inventions and any interest therein.

2.18 To form, promote, finance or assist any other company or association, whether for the purpose of acquiring all or any of the undertaking, property and assets of the Company or for any other purpose which may be considered expedient.

2.19 To facilitate and encourage the creation, issue or conversion of and to offer for public subscription debentures, debenture stocks, bonds, obligations, shares, stocks, and securities and to act as trustees in connection with any such securities and to take part in the conversion of business concerns and undertakings into companies.

2.20 To draw, make, accept, endorse, discount, negotiate, and issue bills of exchange, promissory notes, bills of lading and other negotiable or transferable instruments.

2.21 To act as managers, consultants, supervisors and agents of other companies or undertakings and to provide for such other companies or undertakings, management, advisory, technical, purchasing, selling and other services, and to enter into such contracts and agreements as are necessary or advisable in connection with the foregoing.

2.22 To establish, regulate and discontinue franchises, agencies and branches, appoint agents and others to assist in the conduct or extension of the Company’s business and to undertake and transact all kinds of trust, agency and franchise business which an ordinary individual may legally undertake.

2.23 To make gifts or grant bonuses to the directors or any other persons who are or have been in the employment of the Company including substitute and alternate directors.

2.24 To make such provision for the education and training of employees and prospective employees of the Company and others as may seem to the Company to be advantageous to or calculated, whether directly or indirectly, to advance the interests of the Company or any member thereof.

2.25 To provide for the welfare of persons in the employment of or holding office under or formerly in the employment of or holding office under the Company or directors or ex-directors of the Company and the wives, widows and families dependents or connections of such persons by grants of money, pensions or other payments and by forming and contributing to pension, provident or benefit funds or profit sharing or co-partnership schemes for the benefit of such persons and to form, subscribe to or otherwise aid charitable, benevolent, religious, scientific, national or other institutions, exhibitions or objects which shall have any moral or other claims to support or aid by the Company by reason of the locality of its operation or otherwise.

2.26 To insure the life of any person who may, in the opinion of the Company, be of value to the Company, as having or holding for the Company interests, goodwill or influence or otherwise and to pay the premiums on such insurance.

2.27 To undertake and execute the office of nominees for the purpose of holding and dealing with any real or personal property or security of any kind for or on behalf of any government, local authority, mortgagee, company, person or body; to act as nominee or agent generally for any purpose and either solely or jointly with another or others for any person, company, corporation, government, state or province, or for any municipal or other authority or local body; to undertake and execute the office of trustee, executor, administrator, registrar, secretary, committee or attorney; to undertake the management of any business or undertaking or transaction, and generally to undertake, perform and fulfil any trust or agency business of any kind and any office of trust or confidence.

2.28 To constitute any trusts with a view to the issue of preferred and deferred or other special stocks or securities based on or representing any shares, stocks and other assets specifically appropriated for the purpose of any such trust and to settle and regulate and if thought fit to undertake and execute any such trusts and to issue, dispose of or hold any such preferred, deferred or other special stocks or securities.

2.29 To establish, on and subject to such terms as may be considered expedient, a scheme or schemes for or in relation to the purchase of, or subscription for, any fully or partly paid shares in the capital of the Company by, or by trustees for, or otherwise for the benefit of, employees of the Company or of its subsidiary or associated companies.

2.30 To vest any real or personal property, rights or interest acquired by or belonging to the Company in any person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company.

2.31 To enter into any arrangements with any governments or authorities (supreme, municipal, local or otherwise), or any corporations, companies or persons that may seem conducive to the attainment of the Company’s objects, or any of them and to obtain from any such government, authority, corporation, company, or person any charters, contracts, decrees, rights, privileges and concessions, including grant aid, which the Company may think desirable, and to carry out, exercise and comply with any such charters, contracts, decrees, rights, privileges, concessions and grant agreements.

2.32 To apply for, promote and obtain any Act of the Oireachtas, provisional order or licence of the Minister for Enterprise, Trade & Employment or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated, directly or indirectly, to prejudice the Company’s interests.

2.33 To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company or which the Company shall consider to be preliminary thereto and to issue as fully or in part paid up, and to pay out of the funds of the Company all brokerage and charges incidental thereto.

2.34 To remunerate, by cash payment or allotment of shares or securities of the Company credited as fully paid up or otherwise, any person or company for services rendered or to be rendered to the Company whether in the conduct or management of its business, or in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital, or any debentures or other securities of the Company or in or about the formation or promotion of the Company.

2.35 To distribute in specie or otherwise as may be resolved, any assets of the Company among its members and in particular the shares, debentures, or other securities of any other company belonging to the Company or of which the Company may have the power of disposing.

2.36 To procure the Company to be registered in any part of the world.

2.37 To transact or carry on any other business which may seem to the Company capable of being conveniently carried on in connection with any of these objects or calculated directly or indirectly to enhance the value of or facilitate the realisation of or render profitable any of the Company’s property or rights.

2.38 To do all or any of the above things in any part of the world, either alone or in conjunction with others and either as principals, agents, contractors, factors, trustees or otherwise and either by or through agents, contractors, factors, trustees or otherwise.

The word “company” in this clause except where used in reference to this Company, where the context so admits, shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated or whether domiciled or registered in Ireland, the United Kingdom of Great Britain and Northern Ireland or elsewhere and the intention is that in the construction of this clause the objects set forth in each of the foregoing sub-paragraphs shall, except where otherwise expressed in the same paragraph, be regarded as independent objects and accordingly shall in no way be limited or restricted by reference to or inference from the terms of any other sub-clause or the name of the Company, but may be carried out in as full and ample a manner and construed in as wide a sense as if each defined the objects of a separate and distinct Company.

PROVIDED ALWAYS that the provisions of this clause shall be subject to the Company obtaining, where necessary for the purpose of carrying any of its objects into effect, such licence, permit or authority as may be required by law.

We, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the company set opposite our respective names.

Names, addresses and descriptions of subscribers	Number of shares taken by each subscriber
Signed: William Craig Stern For and on behalf of Ancestry Ireland LLC c/o The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States. Body Corporate Signed: William Craig Stern For and on behalf of Ancestry Ireland GP c/o The Corporation Trust Company Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States. Body Corporate	999 (Nine Hundred and Ninety Nine Shares) 1 (One Share)
Total shares taken	(One Thousand Shares) 1,000
Dated 2nd day of September 2011
Witness to the above signature:
Name: Judi Robinson Address: 360 W. 4800, N. Provo, UT Occupation: Executive Assistant

COMPANIES ACTS 1963 TO 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

ANCESTRY INFORMATION OPERATIONS COMPANY

(As amended by Special Resolution dated 7 May 2013)

MATHESON

70 Sir John Rogerson’s Quay

Dublin 2

Ireland

TEL + 353 1 232 2000

FAX + 353 1 232 3333

COMPANIES ACTS 1963 TO 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

ANCESTRY INFORMATION OPERATIONS COMPANY

(As amended by Special Resolution dated 7 May 2013)

CONTENTS

		Page No
1.	Interpretation		1
2.	Private Company		2
3.	Share Capital		2
4.	Variation of Rights		3
5.	Alteration of Share Capital		3
6.	Redemption of Shares		3
7.	Commissions		4
8.	Trusts Not Recognised		4
9.	Allotment of Shares		4
10.	Share Certificates		4
11.	Lien		5
12.	Calls on Shares		5
13.	Forfeiture of Shares		6
14.	Financial Assistance		6
15.	Transfer of Shares		6
16.	Transmission of Shares		7
17.	General Meetings		8
18.	Notice of General Meetings		8
19.	Proceedings at General Meetings		9
20.	Members Resolutions in Writing		10
21.	Votes of Members		11
22.	Directors		12
23.	Borrowing Powers		12
24.	Powers and Duties of Directors		13
25.	Disqualification of Directors		14
26.	Rotation of Directors		14
27.	Proceedings of Directors		15
28.	Directors’ Resolutions in Writing		16

29.	Managing Director or chief executive	16
30.	Alternate Directors	17
31.	Secretary	17
32.	Company Seal and authentication of documents	18
33.	Record Dates	18
34.	Dividends	18
35.	Accounts	19
36.	Capitalisation of Profits	20
37.	Auditors	21
38.	Notices	21
39.	Winding Up	22
40.	Indemnity	22

1. INTERPRETATION

1.1 The regulations in Part III of Table E in the First Schedule of the Companies Act 1963 do not apply to the Company.

1.2 In these Articles:

the “1983 Act” means the Companies (Amendment) Act 1983;

the “1990 Act” means the Companies Act 1990;

the “Act” means the Companies Act 1963 and every statutory modification or re-enactment thereof for the time being in force;

the “Acts” means the Companies Acts 1963 to 2009;

“Articles” means these articles of association, as amended from time to time;

“Auditors” means the auditors of the Company from time to time;

“Clear Days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

“Company” means Ancestry Information Operations Company;

“Director” means a director of the Company and the “Directors” means the Directors or any of them acting as the board of Directors of the Company;

“dividend” means dividend or bonus;

the “holder” in relation to shares means the member whose name is entered in the register of members as the holder of the shares;

“Office” means the registered office of the Company;

“paid” means paid or credited as paid;

“seal” means the common seal of the Company and includes any official seal kept by the Company by virtue of Section 41 of the Act; and

“Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

1.3 In these Articles:

(a) Words denoting the singular number include the plural number and vice versa, words denoting a gender include each gender and words denoting persons include corporations;

(b) Words or expressions contained in these Articles which are not defined in these Articles but are defined in the Acts have the same meaning as in the Acts (but excluding any modification of the Acts not in force at the date of adoption of these Articles) unless inconsistent with the subject or context;

(c) any reference to any statute, statutory provision or to any order or regulation shall be construed as a reference to the statute, provision, order or regulation as extended, modified, amended, replaced or re-enacted from time to time (whether before or after the date of adoption of these Articles) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom (whether before or after the date of adoption of these Articles);

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(d) headings are inserted for convenience only and do not affect the construction of these Articles;

(e) any reference to a “person” shall be construed as a reference to any individual, firm, company, corporation, undertaking, government, state or agency of a state or any association or partnership (whether or not having separately good personality);

(f) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them and except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power; and

(g) references to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, and “written” shall be construed accordingly.

2. PRIVATE COMPANY

The Company is a private company within the meaning of the Acts, and accordingly:

(a) the right to transfer shares is restricted in the manner hereinafter prescribed;

(b) the number of members of the Company (exclusive of persons who are in the employment of the Company and of persons who, having been formerly in the employment of the Company, were, while in that employment, and have continued after the termination of that employment to be, members of the Company) with which the Company proposes to be registered is two, but the Directors may from time to time, subject to the Articles hereinafter expressed, register an increase of members;

(c) any invitation to the public to subscribe for any shares, debentures or other securities of the Company is prohibited; and

(d) the Company shall not have power to issue share warrants to bearer.

3. SHARE CAPITAL

3.1 The share capital of the Company is €1,000,000 divided into 1,000,000 Ordinary Shares of €1.00 each. All shares rank pari passu in all respects and carry the right to receive notice of or attend, speak and vote at general meetings.

3.2 Subject to the provisions of the Acts and without prejudice to any rights attached to any existing shares, any share may be issued with such preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by special resolution determine.

3.3 Subject to the provisions of the Acts, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder on such terms and in such manner as may be provided by the Articles. Subject as aforesaid, the Company may cancel any shares if so redeemed or may hold them as treasury shares and re-issue any such treasury shares as share of any class or classes.

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4. VARIATION OF RIGHTS

4.1 If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Acts, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of three fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class but not otherwise.

4.2 The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

4.3 To every such separate general meeting held pursuant to Article 4.1 all the provisions of these Articles relating to general meetings of the Company shall apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of that class (but so that if at any adjourned meeting of such members a quorum as above defined is not present those members who are present shall be a quorum). Any holder of the shares of the class present in person or by proxy may demand a poll each such person shall upon such poll have one vote in respect of every share of the class held by him respectively.

5. ALTERATION OF SHARE CAPITAL

5.1 The Company may from time to time by special resolution:-

(a) increase the share capital by such sum to be divided into shares of such amount, as the resolution may prescribe;

(b) consolidate its shares into shares of a larger amount than its existing shares;

(c) subdivide its shares into shares of a smaller amount than its existing shares;

(d) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; and

(e) reduce its share capital in any way.

5.2 Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Acts, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

6. REDEMPTION OF SHARES

Without prejudice to the generality of Article 5.1, the Company will be at liberty at any time to give notice in writing to any holder of any shares of its desire to redeem the same or any of them for a consideration equivalent in value to the par value of the shares or such greater value as may be agreed between the Company and such holders. The Company may at its option satisfy the consideration for such shares by a transfer in specie to the holder of such shares of property or assets of the Company. Upon the satisfaction of the consideration for such shares the holder’s name shall be removed from the register as a holder of the shares specified in the notice or where the Company is redeeming only part of a holder’s shareholding the register shall be amended to reflect the revised shareholding.

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7. COMMISSIONS

The Company may exercise the powers of paying commissions conferred by the Acts. Subject to the provisions of the Acts, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

8. TRUSTS NOT RECOGNISED

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and (except as otherwise provided by the Articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right to the entirety thereof in the holder. This shall not preclude the Company from requiring the members or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company.

9. ALLOTMENT OF SHARES

9.1 The Directors are hereby generally and unconditionally authorised pursuant to Section 20 of the 1983 Act to allot relevant securities (as defined for this purpose by Section 20(10) of the 1983 Act) up to an aggregate nominal amount equal to the authorised but as yet unissued share capital of the Company at the date of adoption of these Articles for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) five years after the date of adoption of these Articles. The Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after that expiry and the Directors may allot relevant securities in pursuance of that offer or agreement as if that authority had not expired.

9.2 The pre-emption provisions in section 23(1) of the 1983 Act shall not apply to any allotment of the Company’s equity securities.

9.3 Subject to any resolution of the Company in general meeting:

(a) all unissued shares for the time being in the capital of the Company (whether forming part of the original or any increased share capital) shall be at the disposal of the Directors; and

(b) the Directors may allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons on such terms and conditions and at such times as they think fit.

10. SHARE CERTIFICATES

10.1 Every member, upon becoming the holder of any shares, shall be entitled without payment to receive within two months after allotment or lodgement of a duly stamped transfer (or within such other period as the conditions of issue shall provide) one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine. Every certificate shall be executed under seal in accordance with these Articles and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

10.2 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.

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11. LIEN

11.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether immediately payable or not) payable at a fixed time or called in respect of that share. The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to all dividends payable thereon.

11.2 The Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 Clear Days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.

11.3 To give effect to a sale the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

11.4 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is immediately payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not immediately payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

11.5 The Company’s first and paramount lien on every share called or payable at a fixed time in respect of that share and the extension of that lien to all dividends payable thereon shall not apply where any such shares have been mortgaged or charged by way of security in which event such lien shall rank behind any such security.

12. CALLS ON SHARES

12.1 Subject to the terms of allotment, the Directors may make calls upon the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.

12.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

12.3 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

12.4 If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Acts) but the Directors may waive payment of the interest wholly or in part.

12.5 An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

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12.6 Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.

13. FORFEITURE OF SHARES

13.1 If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than 14 Clear Days’ notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

13.2 If the notice is not complied with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

13.3 Subject to the provisions of the Acts, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person and at any time before sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the share to that person.

13.4 A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the appropriate rate (as defined in the Acts) from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

13.5 A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share.

14. FINANCIAL ASSISTANCE

The Company may give any form of financial assistance which is permitted by the Acts for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in the Company’s holding company.

15. TRANSFER OF SHARES

15.1 The instrument of transfer of a share may be in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the transferor and on behalf of the transferee.

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15.2 The Directors may, in their absolute discretion and without giving any reason, refuse to register the transfer of a share to any person, whether or not it is fully paid or a share on which the Company has a lien.

15.3 If the Directors refuse to register a transfer of a share, they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.

15.4 The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods (not exceeding thirty days in any year) as the Directors may determine.

15.5 No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

15.6 The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

15.7 Notwithstanding anything contained in these Articles, the Directors shall promptly register any transfer of shares and shall not suspend registration thereof where such transfer:-

(a) is to any bank or institution to whom such shares have been charged by way of security or to any nominee or any transferee of such bank or institution (a Secured Institution); or

(b) is delivered to the Company for registration by a Secured Institution or its nominee in order to register the Secured Institution as legal owner of the shares; or

(c) is executed by a Secured Institution or its nominee pursuant to the power of sale or other power under such security,

and furthermore, notwithstanding anything to the contrary contained in these Articles or in any agreement or arrangement applicable to any shares in the Company, no transferor or proposed transferor of any such shares to a bank, institution or to any third party to which such shares have been charged by way of security or to any nominee or any transferee of such a bank, institution or third party (a Secured Institution) or its nominee and no Secured Institution or its nominee (each a Relevant Person), shall be required to obtain the approval of the Directors or be subject to, or obliged to comply with, any rights of pre-emption contained in these Articles or any such agreement or arrangement nor shall any Relevant Person be otherwise required to offer the shares which are or are to be the subject of any transfer as aforesaid to the shareholders for the time being of the Company or any of them, and no such shareholder shall have any right under the Articles or otherwise howsoever to require such shares to be transferred to them whether for consideration or not. No resolution shall be proposed or passed the effect of which would be to delete or amend this regulation unless not less than 21 days’ written notice thereof shall have been given to any such Secured Institution by the Company.

16. TRANSMISSION OF SHARES

16.1 If a member dies the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.

16.2 A person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him

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registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred.

16.3 A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.

17. GENERAL MEETINGS

17.1 Annual general meetings of the Company shall be held in the State unless in respect of any particular such meeting either:

(a) all the members entitled to attend and vote at such meetings consent in writing to its being held elsewhere; or

(b) a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting.

17.2 The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next.

17.3 So long as the Company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the year following. Subject to Article 17.1, the annual general meeting shall be held at such time and place as the Directors shall appoint.

17.4 All general meetings other than annual general meetings shall be called extraordinary general meetings.

17.5 The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default, may be convened by such requisitions, as provided by Section 132 of the Act.

17.6 Where for any purpose an ordinary resolution of the Company is required a special resolution shall also be effective.

18. NOTICE OF GENERAL MEETINGS

18.1 An annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least 21 Clear Days’ notice. All other extraordinary general meetings shall be called by at least 7 Clear Days’ notice but a general meeting may be called by shorter notice if it is so agreed:

(a) in the case of an annual general meeting, by the auditors and all the members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote being a majority together holding not less than 90% in nominal value of the shares giving that right.

18.2 Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective unless (except when the Directors have resolved to submit it) notice of the intention to move it has been given to the Company not less than 28 Clear Days

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(or such other period as the Acts permit) before the meeting at which it is to be moved, and the Company shall give to the members notice of any such resolutions as required by and in accordance with the provisions of the Acts.

18.3 The notice shall specify the time and place of the meeting and in the case of special business the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

18.4 Subject to the provisions of the Articles and to any restrictions imposed on any shares, the notice shall be given to all the members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the auditors.

18.5 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

19. PROCEEDINGS AT GENERAL MEETINGS

19.1 All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Directors and Auditors, the election of Directors in the place of those retiring, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

19.2 No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum provided that, in circumstances where there is only one member of the Company, the quorum for a general meeting shall for all purposes be that member so present.

19.3 If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting if convened upon the requisition of members shall be dissolved, in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present, within half an hour from the time appointed for the meeting, the member(s) present shall be a quorum.

19.4 The chairman, if any, of the board of Directors or in his absence some other Director nominated by the Directors shall preside as chairman of the meeting, but if neither the chairman nor such other Director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman.

19.5 If no Director is willing to act as chairman, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.

19.6 A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company.

19.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.

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19.8 A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Acts, a poll may be demanded:

(a) by the chairman; or

(b) by at least two members present in person or by proxy having the right to vote at the meeting; or

(c) by a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right;

and a demand by a person as proxy for a member shall be the same as a demand by the member.

19.9 Unless a poll is demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

19.10 The demand for a poll may, before the poll is taken, be withdrawn and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

19.11 A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

19.12 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.

19.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

19.14 No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least 7 Clear Days' notice shall be given specifying the time and place at which the poll is to be taken.

20. MEMBERS RESOLUTIONS IN WRITING

A resolution in writing executed by or on behalf of each member who would have been entitled to vote on it if it had been proposed at a general meeting at which he was present shall be as effective as if it had been passed at a general meeting properly convened and held. Such a resolution may consist of several instruments each executed in such manner as the Directors may approve by or on behalf of one or more of the members, or a combination of both.

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21. VOTES OF MEMBERS

21.1 Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person and every proxy, shall have one vote and on a poll every member shall have one vote for each share of which he is the holder.

21.2 Where there are joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

21.3 A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction (whether in Ireland or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person authorised in that behalf appointed by that court, and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with the Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

21.4 No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all moneys immediately payable by him in respect of that share have been paid.

21.5 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

21.6 Votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

21.7 The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a body corporate either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member and a member may appoint more than one proxy.

21.8 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office or at such other place within the State as is specified for that purpose in the notice convening the meeting, before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll before the time appointed for the taking of the poll, and, in default, the instrument of proxy shall not be treated as valid.

21.9 An instrument appointing a proxy shall be in the following form or in any other form which the Directors may accept:

“[•]

I/We                      of

being a member/members of the above-named Company hereby appoint [•] of [•], or failing him [•] of [•] as my/our proxy to exercise the voting rights attached to [all/[•]] of the shares in the Company held by me/us on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the Company to be held on [•] and at any adjournment thereof

Signed [•] (Date)

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This form is to used *in favour of/against the resolution.

Unless otherwise instructed, the proxy will vote as he thinks fit.

*strike out whichever is not desired.”

21.10 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

21.11 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, if no intimation in writing of such death, insanity, revocation or transfer as aforesaid is received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

21.12 Any body corporate which is a member of the Company may, by resolution of its Directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company.

22. DIRECTORS

22.1 Unless otherwise determined by ordinary resolution, the number of Directors (other than alternate Directors) shall be not less than two and shall not be more than ten. The first Directors of the Company shall be deemed to have been appointed pursuant to Section 3(5) of the Companies (Amendment) Act 1982.

22.2 The Directors shall be entitled to such remuneration as the Company may by ordinary resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day. The Directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

22.3 No Director shall be required to hold a share qualification but each Director shall nevertheless be entitled to receive notice of and to attend and speak at every general meeting of the Company.

22.4 A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company unless the Company otherwise directs.

23. BORROWING POWERS

The Directors may exercise all of the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as a security for any debt, liability or obligations of the Company or any third party without any limitation as to amount.

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24. POWERS AND DUTIES OF DIRECTORS

24.1 Subject to the provisions of the Acts, the memorandum and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given.

24.2 The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they think fit, and any such power of attorney may contain such provisions for the protection for persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

24.3 The Directors may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as they think fit (including without limitation the exercise of that power in favour of any resolution appointing its members or any of them Directors of such body corporate, or voting or providing for the payment of remuneration to the Directors of such body corporate).

24.4 A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with Section 194 of the Act.

24.5 A Director may vote in respect of any contract, appointment or arrangement in which he is interested and he shall be counted in the quorum present at the meeting.

24.6 A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office as Director for such period and on such terms as to remuneration and otherwise as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

24.7 A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged, and he may vote on any such appointment or arrangement other than his own appointment or the arrangement of the terms thereof.

24.8 Any Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

24.9 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts from monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall from time to time by resolution determine.

24.10 The Directors shall cause minutes to be made in books provided for the purpose:

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

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(c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.

24.11 The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

24.12 Without prejudice to the provisions of Article 24.11, the Directors may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:

(a) a Director, other officer, employee or auditor of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or

(b) a trustee of any pension fund in which employees of the Company or any other body referred to in Article 24.12(a) is or has been interested,

including without limitation insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his duties, powers or offices in relation to the relevant body or fund.

25. DISQUALIFICATION OF DIRECTORS

The office of a Director shall be vacated if:

(a) he ceases to be a Director by virtue of any provision of the Acts or he becomes prohibited by law from being a director; or

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) in the opinion of the board of Directors becomes incapable by reason of mental illness (as defined in the Mental Health Act 2001) of discharging his duties as Director; or

(d) he resigns his office by notice in writing served on the Company or if he resigns his office by spoken declaration at any board meeting and such resignation is accepted by resolution of that meeting, in which case such resignation shall take effect at the conclusion of such meeting; or

(e) he is convicted of an indictable offence unless the Directors otherwise determine; or

(f) he shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated.

26. ROTATION OF DIRECTORS

26.1 The Directors shall not retire by rotation.

26.2 The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles.

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26.3 The Members of the Company shall, by ordinary resolution, have the power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles.

27. PROCEEDINGS OF DIRECTORS

27.1 The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. Where there is an equality of votes, the chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director who, being resident in the State, is for the time being absent from the State.

27.2 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two.

27.3 The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

27.4 The Directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected, or, if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

27.5 The Directors may delegate any of their powers to any committee consisting of two or more Directors. The Directors may also delegate to any Director holding any executive office such of their powers as the Directors consider desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate all or any of the powers delegated to two or more Directors (whether or not acting as a committee) or to any employee or agent of the Company. Any such delegation may be made subject to such conditions as the Directors may specify, and may be revoked or altered. Subject to any conditions imposed by the Directors, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of Directors so far as they are capable of applying.

27.6 A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

27.7 A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and where there is an equality of votes, the chairman shall have a second or casting vote.

27.8 All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

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27.9 For the purposes of these Articles, the contemporaneous linking together by telephone or other means of audio communication of a number of Directors shall be deemed to constitute a meeting of the Directors, and all the provisions in these Articles as to meetings of the Directors shall apply to such meetings provided that:-

(a) each of the Directors taking part in the meeting is able to speak, be heard and to hear each of the other Directors taking part;

(b) at the commencement of the meeting each Director acknowledges his presence and that he accepts that the conversation shall be deemed to be a meeting of the Directors; and

(c) a Director may not cease to take part in the meeting by disconnecting his telephone or other means of communication unless he has previously obtained the express consent of the chairman of the meeting, and a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting unless he has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid.

A minute of the proceedings at such meeting by telephone or other means of communication shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the chairman of the meeting.

28. DIRECTORS’ RESOLUTIONS IN WRITING

A resolution in writing executed by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held. For this purpose

(a) a resolution may be by means of an instrument sent to such address (if any) for the time being notified by the Company for that purpose;

(b) a resolution may consist of several instruments, each executed by one or more Directors;

(c) a resolution executed by an alternate Director need not also be executed by his appointer; and

(d) a resolution executed by a Director who has appointed an alternate Director need not also be executed by the alternate Director in that capacity.

29. MANAGING DIRECTOR OR CHIEF EXECUTIVE

29.1 The Directors may from time to time appoint one or more of themselves to the office of managing director or chief executive for such period and on such terms as to remuneration and otherwise as they see fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. Without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company, the appointment of a Director so appointed shall be automatically terminated if he ceases from any cause to be a Director but (without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company), his appointment shall be automatically determined if he ceases from any cause to be a Director.

29.2 A managing director or chief executive shall receive such remuneration whether by way of salary, commission or participation in the profits, or partly in one way and partly in another, as the Directors may determine.

29.3 The Directors may entrust to and confer upon a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

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30. ALTERNATE DIRECTORS

30.1 A Director (other than an alternate Director) may appoint any person willing to act, whether or not he is a Director of the Company and who is approved by the majority of the Directors, to be an alternate Director and may remove from office an alternate Director so appointed by him.

30.2 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointer is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointer as a Director in his absence but shall not be entitled to receive any remuneration from the Company for his services as an alternate Director.

30.3 A Director or any other person may act as alternate Director to represent more than one Director, and an alternate Director shall be entitled at meetings of the Directors or any committee of the Directors to one vote for every Director whom he represents (and who is not present) in addition to his own vote (if any) as a Director, but he shall count as only one for the purpose of determining whether a quorum is present.

30.4 An alternate Director may be repaid by the Company such expenses as might properly have been repaid to him if he had been a Director but shall not be entitled to receive any remuneration from the Company in respect of his services as an alternate Director except such part (if any) of the remuneration otherwise payable to his appointer as such appointer may by notice in writing to the Company from time to time direct. An alternate Director shall be entitled to be indemnified by the Company to the same extent as if he were a Director.

30.5 An alternate Director shall cease to be an alternate Director:

(a) if his appointer ceases to be a Director; or

(b) if his appointer revokes his appointment; or

(c) on the happening of any event which, if he were a Director, would cause him to vacate his office as Director; or

(d) if he resigns his office by notice to the Company.

30.6 Any appointment or revocation by a Director under this Article shall be effected by notice in writing given under his hand to the Secretary or deposited at the Office or in any other manner approved by the Directors.

30.7 Save as otherwise provided in the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him.

31. SECRETARY

31.1 Subject to the provisions of the Acts the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.

31.2 A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.

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32. COMPANY SEAL AND AUTHENTICATION OF DOCUMENTS

32.1 The seal shall only be used by the authority of a resolution of the Directors or of a committee of Directors authorised by the Directors in that behalf and every instrument to which the seal shall be affixed shall be signed by at least one Director and the secretary or by at least two Directors or by any other person authorised by the Directors. For the purpose of the preceding sentence only, “secretary” shall have the same meaning as in the Acts and not the meaning given to it by Article 1.2.

32.2 The Company may exercise the powers conferred by section 41 of the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.

32.3 Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate and certify as true copies of and extracts from:

(a) any document comprising or affecting the constitution of the Company;

(b) any resolution passed by the Company, the holders of any class of shares in the capital of the Company, the Directors or any committee of the Directors;

(c) any book, record and document relating to the business of the Company (including without limitation the accounts).

If certified in this way, a document purporting to be a copy of a resolution, or the minutes of or an extract from the minutes of a meeting of the Company, the holders of any class of shares in the capital of the Company, the Directors or a committee of the Directors shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution was duly passed or, that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.

33. RECORD DATES

Notwithstanding any other provision of these Articles, the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made.

34. DIVIDENDS

34.1 Subject to the provisions of the Acts, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Directors.

34.2 Subject to the provisions of the Acts, the Directors may pay interim dividends or effect distributions of specific assets to members if it appears to them that such interim dividends or distributions are justified by the profits of the Company available for distribution. In paying such interim dividends the Directors may satisfy such payment wholly or partly by the distribution of specific assets and in particular, but without limitation, of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways, and shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payment shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors. If the share capital is divided into different classes, the Directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

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34.3 No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part IV of the 1983 Act which apply to the Company.

34.4 The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may lawfully determine. The Directors may also, without placing the same to reserve, carry forward any profits which they way think it prudent not to divide.

34.5 Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

34.6 The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

34.7 Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular, but without limitation, of paid up shares, debentures or debenture stock of any other Company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

34.8 Any dividend, interest or other moneys payable in cash in respect of any shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder, or, where there are joint holders, to the registered address of that one of the joint holders who is first named on the register or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable in respect of the shares held by them as joint holders.

34.9 No dividend shall bear interest against the Company unless otherwise provided by the rights attached to the share.

34.10 Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company.

35. ACCOUNTS

35.1 The Directors shall cause proper books of account to be kept relating to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place; and.

(b) all sales and purchases of goods by the Company; and.

(c) the assets and liabilities of the Company.

19

35.2 Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

35.3 The books of account shall be kept at the Office or, subject to compliance with the Acts, at such other place as the Directors think fit, and shall at all reasonable times be open to the inspection of the Directors.

35.4 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members, not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in general meeting.

35.5 The Directors shall from time to time, in accordance with the Acts cause to be prepared and to be laid before the annual general meeting of the Company such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before the annual general meeting of the Company.

35.6 A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and auditors’ report shall, not less than 21 days before the date of the annual general meeting be sent to every person entitled under the provisions of the Act to receive them.

36. CAPITALISATION OF PROFITS

Subject to the provisions of the Acts the Directors may with the authority of an ordinary resolution of the Company:

(a) subject as hereinafter provided, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;

(b) appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other; but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this regulation, only be applied in paying up unissued shares to be allotted to members credited as fully paid;

(c) make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this regulation in fractions; and

(d) authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members.

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37. AUDITORS

37.1 Auditors shall be appointed and their duties regulated in accordance with the provisions of the Acts.

37.2 Subject to the provisions of the Acts, all acts done by any person acting as an auditors shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.

38. NOTICES

38.1 Any notice to be sent to or by any person pursuant to these Articles (other than a notice calling a meeting of the Directors) shall be in writing to such address (if any) for the time being notified for that purpose to the person giving the notice by or on behalf of the person to whom the notice is sent.

38.2 The Company shall send any notice or other document pursuant to these Articles to a member by whichever of the following methods it may in its absolute discretion determine:

(a) personally; or

(b) by posting the notice or other document in a prepaid envelope addressed, in the case of a member, to his registered address, or in any other case, to the person’s usual address; or

(c) by leaving the notice or other document at that address; or

(d) by any other method approved by the Directors.

38.3 Unless otherwise provided by these Articles, a member or a person entitled to a share in consequence of the death or bankruptcy of a member shall send any notice or other document pursuant to these Articles to the Company by whichever of the following methods he may in his absolute discretion determine:

(a) by posting the notice or other document in a prepaid envelope addressed to the Office; or

(b) by leaving the notice or other document at the Office.

38.4 A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called.

38.5 Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been duly given to a person from whom he derives his title.

38.6 In the case of joint holders of a share, all notices or other documents shall be sent to the joint holder whose name stands first in the register in respect of the joint holding. Any notice or other document so sent shall be deemed for all purposes sent to all the joint holders.

38.7 A member whose registered address is not within Ireland and who gives to the Company an address within Ireland at which a notice or other document may be sent to him by instrument shall be entitled to have notices or other documents sent to him at that address but otherwise:

(a) no such member shall be entitled to receive any notice or other document from the Company; and

21

(b) without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meetings.

38.8 Proof that an envelope containing a notice or other document was properly addressed, prepaid and posted shall be conclusive evidence that the notice or document was sent. A notice or other document sent by post shall be deemed sent:

(a) if sent by registered post from an address in Ireland to another address in Ireland, or by a postal service similar to registered post from an address in another country to another address in that other country, on the day following that on which the envelope containing it was posted;

(b) if sent by airmail from an address in Ireland to an address outside Ireland, or from an address in another country to an address outside that country (including without limitation an address in Ireland), on the third day following that on which the envelope containing it was posted; and

(c) in any other case, on the second day following that on which the envelope containing it was posted.

38.9 A notice or other document may be sent by the Company to the person or persons entitled to a share in consequence of the death or bankruptcy of a member by sending, in any manner the Company may choose authorised by these Articles for the sending of a notice or other document to a member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address, if any, within Ireland as may be supplied for that purpose by and on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a notice or other document may be sent in any manner in which it might have been sent if the death or bankruptcy had not occurred.

39. WINDING UP

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Acts, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he with the like sanction determines, but no member shall be compelled to accept any assets upon which there is a liability.

40. INDEMNITY

Subject to the provisions of the Acts but without prejudice to any indemnity to which a Director may otherwise be entitled, the Company, may at its discretion, provide that any Director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

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Names, addresses and descriptions of subscribers

Signed:

William Craig Stern

For and on behalf of

Ancestry Ireland LLC

c/o The Corporation Trust Company

Corporation Trust Center,

1209 Orange Street,

Wilmington,

Delaware 19801,

United States.

Body Corporate

Signed:

William Craig Stern

For and on behalf of

Ancestry Ireland GP

c/o The Corporation Trust Company

Corporation Trust Center,

1209 Orange Street,

Wilmington,

Delaware 19801,

United States.

Body Corporate

Dated 2^nd day of September 2011

Witness to the above signature:

Name: Judi Robinson

Address: 360 W. 4800, N. Provo, UT

Occupation: Executive Assistant

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EX-3.9

Exhibit 3.9

EX-3.10

Exhibit 3.10

COMPANIES ACTS 1963 TO 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

OF

ANCESTRY INTERNATIONAL DNA COMPANY

MATHESON

70 Sir John Rogerson’s Quay

Dublin 2

Ireland

TEL + 353 1 232 2000

FAX + 353 1 232 3333

COMPANIES ACTS 1963 TO 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

OF

ANCESTRY INTERNATIONAL DNA COMPANY

1. The name of the Company is Ancestry International DNA Company.

2. The objects for which the Company is established are:-

2.1 To carry on the business of an online professional genealogy organisation, through the means of, but not limited to, DNA testing and the provision of DNA testing products and related services, and to provide all other related genealogy products of every description.

2.2 To carry on all or any of the businesses as aforesaid either as a separate business or as the principal business of the Company and to carry on any other business (whether manufacturing or otherwise) (except the issuing of policies of insurance) which may seem to the Company capable of being conveniently carried on in connection with the above objects or calculated directly or indirectly to enhance the value of or render more profitable any of the Company’s property.

2.3 To purchase, take on lease or in exchange or otherwise acquire real and chattel real property of all kinds and in particular lands, tenements and hereditaments of any tenure whether subject or not to any charges or incumbrances, and to hold or to sell, develop, let, alienate, mortgage, charge, or otherwise deal with all or any of such lands, tenements or hereditaments for such consideration and on such terms as may be considered expedient.

2.4 To improve, manage, cultivate, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

2.5 To acquire and hold shares and stocks of any class or description, debentures, debenture stock, bonds, bills, mortgages, obligations, investments and securities of all descriptions and of any kind issued or guaranteed by any company, corporation of undertaking of whatever nature and wheresoever constituted or carrying on business or issued or guaranteed by any government, state, dominion, colony, sovereign ruler, commissioners, trust, public, municipal, local or other authority or body of whatsoever nature and wheresoever situated and investments, securities and property of all descriptions and of any kind, including real and chattel real estates, mortgages, reversions, contingencies and choses in action.

2.6 To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

2.7 To purchase or otherwise acquire and undertake, the whole or any part of the business, goodwill, property, assets and liabilities of any person firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, union of interests, or for co-operation, joint venture or for mutual assistance or reciprocal concession with any such person, firm or company, and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.

2.8 To sell or otherwise dispose of the whole or any part of the business, undertaking, property or investments of the Company, either together or in portions for such consideration and on such terms as may be considered expedient.

2.9 To pay for any property, assets or rights acquired by the Company, and to discharge or satisfy any debt, obligation or liability of the Company, either in cash or in shares with or without preferred or deferred rights in respect of dividend or repayment of capital or otherwise, or by any other securities which the Company has power to issue, or partly in one way and partly in another, and generally on such terms as may be considered expedient.

2.10 To accept payment for any property, assets or rights disposed of or dealt with or for any services rendered by the Company, or in discharge or satisfaction of any debt, obligation or liability to the Company, either in cash or in shares, with or without deferred or preferred rights in respect of dividend or repayment of capital or otherwise, or in any other securities, or partly in one way and partly in another, and generally on such terms as may be considered expedient.

2.11 To advance, deposit or lend money, securities and property to or with such persons and on such terms as may seem expedient.

2.12 To borrow or raise money in any such manner and on such terms and for such purposes as the Company shall think fit, whether alone or jointly and/or severally with any person or persons, including, without prejudice to the generality of the foregoing, by the issue of debentures or debenture stock (perpetual or otherwise), and to secure, with or without consideration, the payment or repayment of any money borrowed, raised, or owing or any debt, obligation or liability of the Company or of any person whatsoever in such manner and on such terms as the Company shall think fit, and in particular by mortgage, charge, lien or debenture or any other security of whatsoever nature or howsoever described, perpetual or otherwise, charged upon all or any of the Company’s property, undertaking, rights or assets of any description, both present and future, including its uncalled capital, and to purchase, redeem or pay off any such securities.

2.13 To receive money on loan upon such terms as the Company may approve and to guarantee, enter into any suretyship or joint obligation, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods and whether in support of such guarantee or indemnity or suretyship or joint obligation or otherwise, the payment of any debts or the performance of any contract or obligation of any company or association or undertaking or of any person (including, without prejudice to the generality of the foregoing, the payment of any capital, principal, dividends or interest on any stocks, shares, debentures, debenture stock, notes, bonds or other securities of any person, authority (whether supreme, local, municipal or otherwise) or company) including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company (as defined in Section 155 of the Companies Act 1963 or any statutory modification or re-enactment thereof,) or another subsidiary (as defined by Section 155 of the Companies Act 1963) of the Company’s holding company or a subsidiary of the Company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect, from entering into such guarantee or indemnity or suretyship or joint obligation or other arrangement or transaction contemplated herein.

2.14 As an object of the Company and as a pursuit in itself or otherwise and whether for the purpose of making a profit or avoiding a loss or managing a current or interest rate exposure or any other exposure or for any other purpose whatsoever, to engage in currency exchange, interest rate and commodity transactions, derivative transactions and any other financial or other transactions of whatever nature in any manner and on any terms and for any purposes whatsoever, including, without prejudice to the generality of the foregoing, any transaction for the purpose of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense, or liability arising, or which may arise, directly or indirectly, from a change or changes in any interest rate or

currency exchange rate or in the price or value of any property, asset, commodity, index or liability or from any other risk or factor affecting the Company’s business, including but not limited to dealings whether involving purchases, sales or otherwise in foreign currency, spot and/or forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and any such other foreign exchange or interest rate or commodity or other hedging arrangements and such other instruments as are similar to, or derived from, any of the foregoing.

2.15 To the extent that the same is permitted by law, to give financial assistance for the purpose of or in connection with a purchase or subscription of or for shares in the Company or the Company’s holding company for the time being (as defined by Section 155 of the Companies Act 1963) and to give such assistance by any means howsoever permitted by law.

2.16 To redeem, purchase or otherwise acquire in any manner permitted by law and on such terms and in such manner as the Company may think fit any shares in the Company’s capital.

2.17 To apply for, purchase or otherwise acquire and hold, use, develop, protect, sell, licence or otherwise dispose of, or deal with patents, brevets d’invention, copyrights, designs, trade marks, secret processes, know-how and inventions and any interest therein.

2.18 To form, promote, finance or assist any other company or association, whether for the purpose of acquiring all or any of the undertaking, property and assets of the Company or for any other purpose which may be considered expedient.

2.19 To facilitate and encourage the creation, issue or conversion of and to offer for public subscription debentures, debenture stocks, bonds, obligations, shares, stocks, and securities and to act as trustees in connection with any such securities and to take part in the conversion of business concerns and undertakings into companies.

2.20 To draw, make, accept, endorse, discount, negotiate, and issue bills of exchange, promissory notes, bills of lading and other negotiable or transferable instruments.

2.21 To act as managers, consultants, supervisors and agents of other companies or undertakings and to provide for such other companies or undertakings, management, advisory, technical, purchasing, selling and other services, and to enter into such contracts and agreements as are necessary or advisable in connection with the foregoing.

2.22 To establish, regulate and discontinue franchises, agencies and branches, appoint agents and others to assist in the conduct or extension of the Company’s business and to undertake and transact all kinds of trust, agency and franchise business which an ordinary individual may legally undertake.

2.23 To make gifts or grant bonuses to the directors or any other persons who are or have been in the employment of the Company including substitute and alternate directors.

2.24 To make such provision for the education and training of employees and prospective employees of the Company and others as may seem to the Company to be advantageous to or calculated, whether directly or indirectly, to advance the interests of the Company or any member thereof.

2.25 To provide for the welfare of persons in the employment of or holding office under or formerly in the employment of or holding office under the Company or directors or ex-directors of the Company and the wives, widows and families dependents or connections of such persons by grants of money, pensions or other payments and by forming and contributing to pension, provident or benefit funds or profit sharing or co-partnership schemes for the benefit of such persons and to form, subscribe to or otherwise aid charitable, benevolent, religious, scientific, national or other institutions, exhibitions or objects which shall have any moral or other claims to support or aid by the Company by reason of the locality of its operation or otherwise.

2.26 To insure the life of any person who may, in the opinion of the Company, be of value to the Company, as having or holding for the Company interests, goodwill or influence or otherwise and to pay the premiums on such insurance.

2.27 To undertake and execute the office of nominees for the purpose of holding and dealing with any real or personal property or security of any kind for or on behalf of any government, local authority, mortgagee, company, person or body; to act as nominee or agent generally for any purpose and either solely or jointly with another or others for any person, company, corporation, government, state or province, or for any municipal or other authority or local body; to undertake and execute the office of trustee, executor, administrator, registrar, secretary, committee or attorney; to undertake the management of any business or undertaking or transaction, and generally to undertake, perform and fulfil any trust or agency business of any kind and any office of trust or confidence.

2.28 To constitute any trusts with a view to the issue of preferred and deferred or other special stocks or securities based on or representing any shares, stocks and other assets specifically appropriated for the purpose of any such trust and to settle and regulate and if thought fit to undertake and execute any such trusts and to issue, dispose of or hold any such preferred, deferred or other special stocks or securities.

2.29 To establish, on and subject to such terms as may be considered expedient, a scheme or schemes for or in relation to the purchase of, or subscription for, any fully or partly paid shares in the capital of the Company by, or by trustees for, or otherwise for the benefit of, employees of the Company or of its subsidiary or associated companies.

2.30 To vest any real or personal property, rights or interest acquired by or belonging to the Company in any person or company on behalf of or for the benefit of the Company, and with or without any declared trust in favour of the Company.

2.31 To enter into any arrangements with any governments or authorities (supreme, municipal, local or otherwise), or any corporations, companies or persons that may seem conducive to the attainment of the Company’s objects, or any of them and to obtain from any such government, authority, corporation, company, or person any charters, contracts, decrees, rights, privileges and concessions, including grant aid, which the Company may think desirable, and to carry out, exercise and comply with any such charters, contracts, decrees, rights, privileges, concessions and grant agreements.

2.32 To apply for, promote and obtain any Act of the Oireachtas, provisional order or licence of the Minister for Enterprise, Trade & Employment or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated, directly or indirectly, to prejudice the Company’s interests.

2.33 To pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company or which the Company shall consider to be preliminary thereto and to issue as fully or in part paid up, and to pay out of the funds of the Company all brokerage and charges incidental thereto.

2.34 To remunerate, by cash payment or allotment of shares or securities of the Company credited as fully paid up or otherwise, any person or company for services rendered or to be rendered to the Company whether in the conduct or management of its business, or in placing or assisting to place or guaranteeing the placing of any of the shares of the Company’s capital, or any debentures or other securities of the Company or in or about the formation or promotion of the Company.

2.35 To distribute in specie or otherwise as may be resolved, any assets of the Company among its members and in particular the shares, debentures, or other securities of any other company belonging to the Company or of which the Company may have the power of disposing.

2.36 To procure the Company to be registered in any part of the world.

2.37 To transact or carry on any other business which may seem to the Company capable of being conveniently carried on in connection with any of these objects or calculated directly or indirectly to enhance the value of or facilitate the realisation of or render profitable any of the Company’s property or rights.

2.38 To do all or any of the above things in any part of the world, either alone or in conjunction with others and either as principals, agents, contractors, factors, trustees or otherwise and either by or through agents, contractors, factors, trustees or otherwise.

The word “company” in this clause except where used in reference to this Company, where the context so admits, shall be deemed to include any partnership or other body of persons whether incorporated or not incorporated or whether domiciled or registered in Ireland, the United Kingdom of Great Britain and Northern Ireland or elsewhere and the intention is that in the construction of this clause the objects set forth in each of the foregoing sub-paragraphs shall, except where otherwise expressed in the same paragraph, be regarded as independent objects and accordingly shall in no way be limited or restricted by reference to or inference from the terms of any other sub-clause or the name of the Company, but may be carried out in as full and ample a manner and construed in as wide a sense as if each defined the objects of a separate and distinct Company.

PROVIDED ALWAYS that the provisions of this clause shall be subject to the Company obtaining, where necessary for the purpose of carrying any of its objects into effect, such licence, permit or authority as may be required by law.

We, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the company set opposite our respective names.

Names, addresses and descriptions of subscribers	Number of shares taken by each subscriber
Signed:
William Craig Stern
For and on behalf of
Ancestry Ireland DNA LLC c/o The Corporation Trust Company	999
Corporation Trust Center
1209 Orange Street	(Nine Hundred and Ninety Nine
Wilmington	Shares)
Delaware 19801
United States
Body Corporate
Signed:
William Craig Stern
For and on behalf of
Ancestry Ireland DNA GP c/o The Corporation Trust Company	1
Corporation Trust Center
1209 Orange Street	(One Share)
Wilmington
Delaware 19801
United States
Body Corporate
Total shares taken	One Thousand Shares (1,000)
Dated 22nd day of March 2012
Witness to the above signatures:
Name: Corinne Barr
Address: 360 West 4800 North; Provo, UT 84604
Occupation: Executive Assistant

COMPANIES ACTS 1963 TO 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

ANCESTRY INTERNATIONAL DNA COMPANY

(As amended by Special Resolution dated 7 May 2013)

MATHESON

70 Sir John Rogerson’s Quay

Dublin 2

Ireland

TEL + 353 1 232 2000

FAX + 353 1 232 3333

COMPANIES ACTS 1963 TO 2009

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

ANCESTRY INTERNATIONAL DNA COMPANY

(As amended by Special Resolution dated 7 May 2013)

CONTENTS

		Page No
1.	Interpretation		1
2.	Private Company		2
3.	Share Capital		2
4.	Variation of Rights		2
5.	Alteration of Share Capital		3
6.	Redemption of Shares		3
7.	Commissions		4
8.	Trusts Not Recognised		4
9.	Allotment of Shares		4
10.	Share Certificates		4
11.	Lien		5
12.	Calls on Shares		5
13.	Forfeiture of Shares		6
14.	Financial Assistance		6
15.	Transfer of Shares		6
16.	Transmission of Shares		7
17.	General Meetings		8
18.	Notice of General Meetings		8
19.	Proceedings at General Meetings		9
20.	Members Resolutions in Writing		10
21.	Votes of Members		11
22.	Directors		12
23.	Borrowing Powers		12
24.	Powers and Duties of Directors		12
25.	Disqualification of Directors		14
26.	Rotation of Directors		14
27.	Proceedings of Directors		15
28.	Directors’ Resolutions in Writing		16

29.	Managing Director or chief executive	16
30.	Alternate Directors	17
31.	Secretary	17
32.	Company Seal and authentication of documents	18
33.	Record Dates	18
34.	Dividends	18
35.	Accounts	19
36.	Capitalisation of Profits	20
37.	Auditors	21
38.	Notices	21
39.	Winding Up	22
40.	Indemnity	22

1. INTERPRETATION

1.1 The regulations in Part III of Table E in the First Schedule of the Companies Act 1963 do not apply to the Company.

1.2 In these Articles:

the “1983 Act” means the Companies (Amendment) Act 1983;

the “1990 Act” means the Companies Act 1990;

the “Act” means the Companies Act 1963 and every statutory modification or re-enactment thereof for the time being in force;

the “Acts” means the Companies Acts 1963 to 2009;

“Articles” means these articles of association, as amended from time to time;

“Auditors” means the auditors of the Company from time to time;

“Clear Days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

“Company” means Ancestry International DNA Company;

“Director” means a director of the Company and the “Directors” means the Directors or any of them acting as the board of Directors of the Company;

“dividend” means dividend or bonus;

the “holder” in relation to shares means the member whose name is entered in the register of members as the holder of the shares;

“Office” means the registered office of the Company;

“paid” means paid or credited as paid;

“seal” means the common seal of the Company and includes any official seal kept by the Company by virtue of Section 41 of the Act; and

“Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

1.3 In these Articles:

(a) Words denoting the singular number include the plural number and vice versa, words denoting a gender include each gender and words denoting persons include corporations;

(b) Words or expressions contained in these Articles which are not defined in these Articles but are defined in the Acts have the same meaning as in the Acts (but excluding any modification of the Acts not in force at the date of adoption of these Articles) unless inconsistent with the subject or context;

(c) any reference to any statute, statutory provision or to any order or regulation shall be construed as a reference to the statute, provision, order or regulation as extended, modified, amended, replaced or re-enacted from time to time (whether before or after the date of adoption of these Articles) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom (whether before or after the date of adoption of these Articles);

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(d) headings are inserted for convenience only and do not affect the construction of these Articles;

(e) any reference to a “person” shall be construed as a reference to any individual, firm, company, corporation, undertaking, government, state or agency of a state or any association or partnership (whether or not having separately good personality);

(f) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them and except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power; and

(g) references to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, and “written” shall be construed accordingly.

2. PRIVATE COMPANY

The Company is a private company within the meaning of the Acts, and accordingly:

(a) the right to transfer shares is restricted in the manner hereinafter prescribed;

(b) the number of members of the Company (exclusive of persons who are in the employment of the Company and of persons who, having been formerly in the employment of the Company, were, while in that employment, and have continued after the termination of that employment to be, members of the Company) with which the Company proposes to be registered is two, but the Directors may from time to time, subject to the Articles hereinafter expressed, register an increase of members;

(c) any invitation to the public to subscribe for any shares, debentures or other securities of the Company is prohibited; and

(d) the Company shall not have power to issue share warrants to bearer.

3. SHARE CAPITAL

3.1 The share capital of the Company is €1,000,000 divided into 1,000,000 ordinary shares of €1.00 each. All shares rank pari passu in all respects and carry the right to receive notice of or attend, speak and vote at general meetings.

3.2 Subject to the provisions of the Acts and without prejudice to any rights attached to any existing shares, any share may be issued with such preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by special resolution determine.

3.3 Subject to the provisions of the Acts, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder on such terms and in such manner as may be provided by the Articles. Subject as aforesaid, the Company may cancel any shares if so redeemed or may hold them as treasury shares and re-issue any such treasury shares as share of any class or classes.

4. VARIATION OF RIGHTS

4.1 If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may,

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subject to the provisions of the Acts, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of three fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class but not otherwise.

4.2 The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

4.3 To every such separate general meeting held pursuant to Article 4.1 all the provisions of these Articles relating to general meetings of the Company shall apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of that class (but so that if at any adjourned meeting of such members a quorum as above defined is not present those members who are present shall be a quorum). Any holder of the shares of the class present in person or by proxy may demand a poll each such person shall upon such poll have one vote in respect of every share of the class held by him respectively.

5. ALTERATION OF SHARE CAPITAL

5.1 The Company may from time to time by special resolution:-

(a) increase the share capital by such sum to be divided into shares of such amount, as the resolution may prescribe;

(b) consolidate its shares into shares of a larger amount than its existing shares;

(c) subdivide its shares into shares of a smaller amount than its existing shares;

(d) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; and

(e) reduce its share capital in any way.

5.2 Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Acts, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

6. REDEMPTION OF SHARES

Without prejudice to the generality of Article 5.1, the Company will be at liberty at any time to give notice in writing to any holder of any shares of its desire to redeem the same or any of them for a consideration equivalent in value to the par value of the shares or such greater value as may be agreed between the Company and such holders. The Company may at its option satisfy the consideration for such shares by a transfer in specie to the holder of such shares of property or assets of the Company. Upon the satisfaction of the consideration for such shares the holder’s name shall be removed from the register as a holder of the shares specified in the notice or where the Company is redeeming only part of a holder’s shareholding the register shall be amended to reflect the revised shareholding.

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7. COMMISSIONS

The Company may exercise the powers of paying commissions conferred by the Acts. Subject to the provisions of the Acts, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

8. TRUSTS NOT RECOGNISED

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and (except as otherwise provided by the Articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right to the entirety thereof in the holder. This shall not preclude the Company from requiring the members or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company.

9. ALLOTMENT OF SHARES

9.1 The Directors are hereby generally and unconditionally authorised pursuant to Section 20 of the 1983 Act to allot relevant securities (as defined for this purpose by Section 20(10) of the 1983 Act) up to an aggregate nominal amount equal to the authorised but as yet unissued share capital of the Company at the date of adoption of these Articles for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) five years after the date of adoption of these Articles. The Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after that expiry and the Directors may allot relevant securities in pursuance of that offer or agreement as if that authority had not expired.

9.2 The pre-emption provisions in section 23(1) of the 1983 Act shall not apply to any allotment of the Company’s equity securities.

9.3 Subject to any resolution of the Company in general meeting:

(a) all unissued shares for the time being in the capital of the Company (whether forming part of the original or any increased share capital) shall be at the disposal of the Directors; and

(b) the Directors may allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons on such terms and conditions and at such times as they think fit.

10. SHARE CERTIFICATES

10.1 Every member, upon becoming the holder of any shares, shall be entitled without payment to receive within two months after allotment or lodgement of a duly stamped transfer (or within such other period as the conditions of issue shall provide) one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine. Every certificate shall be executed under seal in accordance with these Articles and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

10.2 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.

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11. LIEN

11.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether immediately payable or not) payable at a fixed time or called in respect of that share. The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to all dividends payable thereon.

11.2 The Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 Clear Days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.

11.3 To give effect to a sale the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

11.4 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is immediately payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not immediately payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

11.5 The Company’s first and paramount lien on every share called or payable at a fixed time in respect of that share and the extension of that lien to all dividends payable thereon shall not apply where any such shares have been mortgaged or charged by way of security in which event such lien shall rank behind any such security.

12. CALLS ON SHARES

12.1 Subject to the terms of allotment, the Directors may make calls upon the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.

12.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

12.3 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

12.4 If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Acts) but the Directors may waive payment of the interest wholly or in part.

12.5 An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

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12.6 Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.

13. FORFEITURE OF SHARES

13.1 If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than 14 Clear Days’ notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

13.2 If the notice is not complied with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

13.3 Subject to the provisions of the Acts, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person and at any time before sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the share to that person.

13.4 A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the appropriate rate (as defined in the Acts) from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

13.5 A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share.

14. FINANCIAL ASSISTANCE

The Company may give any form of financial assistance which is permitted by the Acts for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in the Company’s holding company.

15. TRANSFER OF SHARES

15.1 The instrument of transfer of a share may be in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the transferor and on behalf of the transferee.

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15.2 The Directors may, in their absolute discretion and without giving any reason, refuse to register the transfer of a share to any person, whether or not it is fully paid or a share on which the Company has a lien.

15.3 If the Directors refuse to register a transfer of a share, they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.

15.4 The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods (not exceeding thirty days in any year) as the Directors may determine.

15.5 No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

15.6 The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

15.7 Notwithstanding anything contained in these Articles, the Directors shall promptly register any transfer of shares and shall not suspend registration thereof where such transfer:-

(a) is to any bank or institution to whom such shares have been charged by way of security or to any nominee or any transferee of such bank or institution (a Secured Institution); or

(b) is delivered to the Company for registration by a Secured Institution or its nominee in order to register the Secured Institution as legal owner of the shares; or

(c) is executed by a Secured Institution or its nominee pursuant to the power of sale or other power under such security,

and furthermore, notwithstanding anything to the contrary contained in these Articles or in any agreement or arrangement applicable to any shares in the Company, no transferor or proposed transferor of any such shares to a bank, institution or to any third party to which such shares have been charged by way of security or to any nominee or any transferee of such a bank, institution or third party (a Secured Institution) or its nominee and no Secured Institution or its nominee (each a Relevant Person), shall be required to obtain the approval of the Directors or be subject to, or obliged to comply with, any rights of pre-emption contained in these Articles or any such agreement or arrangement nor shall any Relevant Person be otherwise required to offer the shares which are or are to be the subject of any transfer as aforesaid to the shareholders for the time being of the Company or any of them, and no such shareholder shall have any right under the Articles or otherwise howsoever to require such shares to be transferred to them whether for consideration or not. No resolution shall be proposed or passed the effect of which would be to delete or amend this regulation unless not less than 21 days' written notice thereof shall have been given to any such Secured Institution by the Company.

16. TRANSMISSION OF SHARES

16.1 If a member dies the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.

16.2 A person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him

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registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred.

16.3 A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.

17. GENERAL MEETINGS

17.1 Annual general meetings of the Company shall be held in the State unless in respect of any particular such meeting either:

(a) all the members entitled to attend and vote at such meetings consent in writing to its being held elsewhere; or

(b) a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting.

17.2 The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next.

17.3 So long as the Company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the year following. Subject to Article 17.1, the annual general meeting shall be held at such time and place as the Directors shall appoint.

17.4 All general meetings other than annual general meetings shall be called extraordinary general meetings.

17.5 The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default, may be convened by such requisitions, as provided by Section 132 of the Act.

17.6 Where for any purpose an ordinary resolution of the Company is required a special resolution shall also be effective.

18. NOTICE OF GENERAL MEETINGS

18.1 An annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least 21 Clear Days’ notice. All other extraordinary general meetings shall be called by at least 7 Clear Days’ notice but a general meeting may be called by shorter notice if it is so agreed:

(a) in the case of an annual general meeting, by the auditors and all the members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote being a majority together holding not less than 90% in nominal value of the shares giving that right.

18.2 Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective unless (except when the Directors have resolved to submit it) notice of the intention to move it has been given to the Company not less than 28 Clear Days

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(or such other period as the Acts permit) before the meeting at which it is to be moved, and the Company shall give to the members notice of any such resolutions as required by and in accordance with the provisions of the Acts.

18.3 The notice shall specify the time and place of the meeting and in the case of special business the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

18.4 Subject to the provisions of the Articles and to any restrictions imposed on any shares, the notice shall be given to all the members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the auditors.

18.5 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

19. PROCEEDINGS AT GENERAL MEETINGS

19.1 All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Directors and Auditors, the election of Directors in the place of those retiring, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

19.2 No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum provided that, in circumstances where there is only one member of the Company, the quorum for a general meeting shall for all purposes be that member so present.

19.3 If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting if convened upon the requisition of members shall be dissolved, in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present, within half an hour from the time appointed for the meeting, the member(s) present shall be a quorum.

19.4 The chairman, if any, of the board of Directors or in his absence some other Director nominated by the Directors shall preside as chairman of the meeting, but if neither the chairman nor such other Director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman.

19.5 If no Director is willing to act as chairman, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.

19.6 A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company.

19.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.

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19.8 A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Acts, a poll may be demanded:

(a) by the chairman; or

(b) by at least two members present in person or by proxy having the right to vote at the meeting; or

(c) by a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right;

and a demand by a person as proxy for a member shall be the same as a demand by the member.

19.9 Unless a poll is demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

19.10 The demand for a poll may, before the poll is taken, be withdrawn and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

19.11 A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

19.12 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.

19.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

19.14 No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least 7 Clear Days' notice shall be given specifying the time and place at which the poll is to be taken.

20. MEMBERS RESOLUTIONS IN WRITING

A resolution in writing executed by or on behalf of each member who would have been entitled to vote on it if it had been proposed at a general meeting at which he was present shall be as effective as if it had been passed at a general meeting properly convened and held. Such a resolution may consist of several instruments each executed in such manner as the Directors may approve by or on behalf of one or more of the members, or a combination of both.

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21. VOTES OF MEMBERS

21.1 Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person and every proxy, shall have one vote and on a poll every member shall have one vote for each share of which he is the holder.

21.2 Where there are joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

21.3 A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction (whether in Ireland or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person authorised in that behalf appointed by that court, and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with the Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

21.4 No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all moneys immediately payable by him in respect of that share have been paid.

21.5 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

21.6 Votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

21.7 The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a body corporate either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member and a member may appoint more than one proxy.

21.8 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office or at such other place within the State as is specified for that purpose in the notice convening the meeting, before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll before the time appointed for the taking of the poll, and, in default, the instrument of proxy shall not be treated as valid.

21.9 An instrument appointing a proxy shall be in the following form or in any other form which the Directors may accept:

“[•]

I/We                    of

being a member/members of the above-named Company hereby appoint [•] of [•], or failing him [•] of [•] as my/our proxy to exercise the voting rights attached to [all/[•]] of the shares in the Company held by me/us on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the Company to be held on [•] and at any adjournment thereof

Signed [•] (Date)

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This form is to used *in favour of/against the resolution.

Unless otherwise instructed, the proxy will vote as he thinks fit.

*strike out whichever is not desired.”

21.10 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

21.11 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, if no intimation in writing of such death, insanity, revocation or transfer as aforesaid is received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

21.12 Any body corporate which is a member of the Company may, by resolution of its Directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company.

22. DIRECTORS

22.1 Unless otherwise determined by ordinary resolution, the number of Directors (other than alternate Directors) shall be not less than two and shall not be more than ten. The first Directors of the Company shall be deemed to have been appointed pursuant to Section 3(5) of the Companies (Amendment) Act 1982.

22.2 The Directors shall be entitled to such remuneration as the Company may by ordinary resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day. The Directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

22.3 No Director shall be required to hold a share qualification but each Director shall nevertheless be entitled to receive notice of and to attend and speak at every general meeting of the Company.

22.4 A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company unless the Company otherwise directs.

23. BORROWING POWERS

The Directors may exercise all of the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as a security for any debt, liability or obligations of the Company or any third party without any limitation as to amount.

24. POWERS AND DUTIES OF DIRECTORS

24.1 Subject to the provisions of the Acts, the memorandum and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the Directors

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who may exercise all the powers of the Company. No alteration of the memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given.

24.2 The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they think fit, and any such power of attorney may contain such provisions for the protection for persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

24.3 The Directors may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as they think fit (including without limitation the exercise of that power in favour of any resolution appointing its members or any of them Directors of such body corporate, or voting or providing for the payment of remuneration to the Directors of such body corporate).

24.4 A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with Section 194 of the Act.

24.5 A Director may vote in respect of any contract, appointment or arrangement in which he is interested and he shall be counted in the quorum present at the meeting.

24.6 A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office as Director for such period and on such terms as to remuneration and otherwise as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

24.7 A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged, and he may vote on any such appointment or arrangement other than his own appointment or the arrangement of the terms thereof.

24.8 Any Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

24.9 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts from monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall from time to time by resolution determine.

24.10 The Directors shall cause minutes to be made in books provided for the purpose:

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

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(c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.

24.11 The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

24.12 Without prejudice to the provisions of Article 24.11, the Directors may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:

(a) a Director, other officer, employee or auditor of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or

(b) a trustee of any pension fund in which employees of the Company or any other body referred to in Article 24.12(a) is or has been interested,

including without limitation insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his duties, powers or offices in relation to the relevant body or fund.

25. DISQUALIFICATION OF DIRECTORS

The office of a Director shall be vacated if:

(a) he ceases to be a Director by virtue of any provision of the Acts or he becomes prohibited by law from being a director; or

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) in the opinion of the board of Directors becomes incapable by reason of mental illness (as defined in the Mental Health Act 2001) of discharging his duties as Director; or

(d) he resigns his office by notice in writing served on the Company or if he resigns his office by spoken declaration at any board meeting and such resignation is accepted by resolution of that meeting, in which case such resignation shall take effect at the conclusion of such meeting; or

(e) he is convicted of an indictable offence unless the Directors otherwise determine; or

(f) he shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated.

26. ROTATION OF DIRECTORS

26.1 The Directors shall not retire by rotation.

26.2 The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles.

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26.3 The Members of the Company shall, by ordinary resolution, have the power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles.

27. PROCEEDINGS OF DIRECTORS

27.1 The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. Where there is an equality of votes, the chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director who, being resident in the State, is for the time being absent from the State.

27.2 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two.

27.3 The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

27.4 The Directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected, or, if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

27.5 The Directors may delegate any of their powers to any committee consisting of two or more Directors. The Directors may also delegate to any Director holding any executive office such of their powers as the Directors consider desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate all or any of the powers delegated to two or more Directors (whether or not acting as a committee) or to any employee or agent of the Company. Any such delegation may be made subject to such conditions as the Directors may specify, and may be revoked or altered. Subject to any conditions imposed by the Directors, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of Directors so far as they are capable of applying.

27.6 A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

27.7 A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and where there is an equality of votes, the chairman shall have a second or casting vote.

27.8 All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

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27.9 For the purposes of these Articles, the contemporaneous linking together by telephone or other means of audio communication of a number of Directors shall be deemed to constitute a meeting of the Directors, and all the provisions in these Articles as to meetings of the Directors shall apply to such meetings provided that:-

(a) each of the Directors taking part in the meeting is able to speak, be heard and to hear each of the other Directors taking part;

(b) at the commencement of the meeting each Director acknowledges his presence and that he accepts that the conversation shall be deemed to be a meeting of the Directors; and

(c) a Director may not cease to take part in the meeting by disconnecting his telephone or other means of communication unless he has previously obtained the express consent of the chairman of the meeting, and a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting unless he has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid.

A minute of the proceedings at such meeting by telephone or other means of communication shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the chairman of the meeting.

28. DIRECTORS’ RESOLUTIONS IN WRITING

A resolution in writing executed by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held. For this purpose

(a) a resolution may be by means of an instrument sent to such address (if any) for the time being notified by the Company for that purpose;

(b) a resolution may consist of several instruments, each executed by one or more Directors;

(c) a resolution executed by an alternate Director need not also be executed by his appointer; and

(d) a resolution executed by a Director who has appointed an alternate Director need not also be executed by the alternate Director in that capacity.

29. MANAGING DIRECTOR OR CHIEF EXECUTIVE

29.1 The Directors may from time to time appoint one or more of themselves to the office of managing director or chief executive for such period and on such terms as to remuneration and otherwise as they see fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. Without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company, the appointment of a Director so appointed shall be automatically terminated if he ceases from any cause to be a Director but (without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company), his appointment shall be automatically determined if he ceases from any cause to be a Director.

29.2 A managing director or chief executive shall receive such remuneration whether by way of salary, commission or participation in the profits, or partly in one way and partly in another, as the Directors may determine.

29.3 The Directors may entrust to and confer upon a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

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30. ALTERNATE DIRECTORS

30.1 A Director (other than an alternate Director) may appoint any person willing to act, whether or not he is a Director of the Company and who is approved by the majority of the Directors, to be an alternate Director and may remove from office an alternate Director so appointed by him.

30.2 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointer is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointer as a Director in his absence but shall not be entitled to receive any remuneration from the Company for his services as an alternate Director.

30.3 A Director or any other person may act as alternate Director to represent more than one Director, and an alternate Director shall be entitled at meetings of the Directors or any committee of the Directors to one vote for every Director whom he represents (and who is not present) in addition to his own vote (if any) as a Director, but he shall count as only one for the purpose of determining whether a quorum is present.

30.4 An alternate Director may be repaid by the Company such expenses as might properly have been repaid to him if he had been a Director but shall not be entitled to receive any remuneration from the Company in respect of his services as an alternate Director except such part (if any) of the remuneration otherwise payable to his appointer as such appointer may by notice in writing to the Company from time to time direct. An alternate Director shall be entitled to be indemnified by the Company to the same extent as if he were a Director.

30.5 An alternate Director shall cease to be an alternate Director:

(a) if his appointer ceases to be a Director; or

(b) if his appointer revokes his appointment; or

(c) on the happening of any event which, if he were a Director, would cause him to vacate his office as Director; or

(d) if he resigns his office by notice to the Company.

30.6 Any appointment or revocation by a Director under this Article shall be effected by notice in writing given under his hand to the Secretary or deposited at the Office or in any other manner approved by the Directors.

30.7 Save as otherwise provided in the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him.

31. SECRETARY

31.1 Subject to the provisions of the Acts the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.

31.2 A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.

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32. COMPANY SEAL AND AUTHENTICATION OF DOCUMENTS

32.1 The seal shall only be used by the authority of a resolution of the Directors or of a committee of Directors authorised by the Directors in that behalf and every instrument to which the seal shall be affixed shall be signed by at least one Director and the secretary or by at least two Directors or by any other person authorised by the Directors. For the purpose of the preceding sentence only, “secretary” shall have the same meaning as in the Acts and not the meaning given to it by Article 1.2.

32.2 The Company may exercise the powers conferred by section 41 of the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.

32.3 Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate and certify as true copies of and extracts from:

(a) any document comprising or affecting the constitution of the Company;

(b) any resolution passed by the Company, the holders of any class of shares in the capital of the Company, the Directors or any committee of the Directors;

(c) any book, record and document relating to the business of the Company (including without limitation the accounts).

If certified in this way, a document purporting to be a copy of a resolution, or the minutes of or an extract from the minutes of a meeting of the Company, the holders of any class of shares in the capital of the Company, the Directors or a committee of the Directors shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution was duly passed or, that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.

33. RECORD DATES

Notwithstanding any other provision of these Articles, the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made.

34. DIVIDENDS

34.1 Subject to the provisions of the Acts, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Directors.

34.2 Subject to the provisions of the Acts, the Directors may pay interim dividends or effect distributions of specific assets to members if it appears to them that such interim dividends or distributions are justified by the profits of the Company available for distribution. In paying such interim dividends the Directors may satisfy such payment wholly or partly by the distribution of specific assets and in particular, but without limitation, of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways, and shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payment shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors. If the share capital is divided into different classes, the Directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

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34.3 No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part IV of the 1983 Act which apply to the Company.

34.4 The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may lawfully determine. The Directors may also, without placing the same to reserve, carry forward any profits which they way think it prudent not to divide.

34.5 Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

34.6 The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

34.7 Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular, but without limitation, of paid up shares, debentures or debenture stock of any other Company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

34.8 Any dividend, interest or other moneys payable in cash in respect of any shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder, or, where there are joint holders, to the registered address of that one of the joint holders who is first named on the register or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable in respect of the shares held by them as joint holders.

34.9 No dividend shall bear interest against the Company unless otherwise provided by the rights attached to the share.

34.10 Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company.

35. ACCOUNTS

35.1 The Directors shall cause proper books of account to be kept relating to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place; and.

(b) all sales and purchases of goods by the Company; and.

(c) the assets and liabilities of the Company.

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35.2 Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

35.3 The books of account shall be kept at the Office or, subject to compliance with the Acts, at such other place as the Directors think fit, and shall at all reasonable times be open to the inspection of the Directors.

35.4 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members, not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in general meeting.

35.5 The Directors shall from time to time, in accordance with the Acts cause to be prepared and to be laid before the annual general meeting of the Company such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before the annual general meeting of the Company.

35.6 A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and auditors’ report shall, not less than 21 days before the date of the annual general meeting be sent to every person entitled under the provisions of the Act to receive them.

36. CAPITALISATION OF PROFITS

Subject to the provisions of the Acts the Directors may with the authority of an ordinary resolution of the Company:

(a) subject as hereinafter provided, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;

(b) appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other; but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this regulation, only be applied in paying up unissued shares to be allotted to members credited as fully paid;

(c) make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this regulation in fractions; and

(d) authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members.

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37. AUDITORS

37.1 Auditors shall be appointed and their duties regulated in accordance with the provisions of the Acts.

37.2 Subject to the provisions of the Acts, all acts done by any person acting as an auditors shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.

38. NOTICES

38.1 Any notice to be sent to or by any person pursuant to these Articles (other than a notice calling a meeting of the Directors) shall be in writing to such address (if any) for the time being notified for that purpose to the person giving the notice by or on behalf of the person to whom the notice is sent.

38.2 The Company shall send any notice or other document pursuant to these Articles to a member by whichever of the following methods it may in its absolute discretion determine:

(a) personally; or

(b) by posting the notice or other document in a prepaid envelope addressed, in the case of a member, to his registered address, or in any other case, to the person’s usual address; or

(c) by leaving the notice or other document at that address; or

(d) by any other method approved by the Directors.

38.3 Unless otherwise provided by these Articles, a member or a person entitled to a share in consequence of the death or bankruptcy of a member shall send any notice or other document pursuant to these Articles to the Company by whichever of the following methods he may in his absolute discretion determine:

(a) by posting the notice or other document in a prepaid envelope addressed to the Office; or

(b) by leaving the notice or other document at the Office.

38.4 A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called.

38.5 Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been duly given to a person from whom he derives his title.

38.6 In the case of joint holders of a share, all notices or other documents shall be sent to the joint holder whose name stands first in the register in respect of the joint holding. Any notice or other document so sent shall be deemed for all purposes sent to all the joint holders.

38.7 A member whose registered address is not within Ireland and who gives to the Company an address within Ireland at which a notice or other document may be sent to him by instrument shall be entitled to have notices or other documents sent to him at that address but otherwise:

(a) no such member shall be entitled to receive any notice or other document from the Company; and

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(b) without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meetings.

38.8 Proof that an envelope containing a notice or other document was properly addressed, prepaid and posted shall be conclusive evidence that the notice or document was sent. A notice or other document sent by post shall be deemed sent:

(a) if sent by registered post from an address in Ireland to another address in Ireland, or by a postal service similar to registered post from an address in another country to another address in that other country, on the day following that on which the envelope containing it was posted;

(b) if sent by airmail from an address in Ireland to an address outside Ireland, or from an address in another country to an address outside that country (including without limitation an address in Ireland), on the third day following that on which the envelope containing it was posted; and

(c) in any other case, on the second day following that on which the envelope containing it was posted.

38.9 A notice or other document may be sent by the Company to the person or persons entitled to a share in consequence of the death or bankruptcy of a member by sending, in any manner the Company may choose authorised by these Articles for the sending of a notice or other document to a member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address, if any, within Ireland as may be supplied for that purpose by and on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a notice or other document may be sent in any manner in which it might have been sent if the death or bankruptcy had not occurred.

39. WINDING UP

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Acts, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he with the like sanction determines, but no member shall be compelled to accept any assets upon which there is a liability.

40. INDEMNITY

Subject to the provisions of the Acts but without prejudice to any indemnity to which a Director may otherwise be entitled, the Company, may at its discretion, provide that any Director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

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Names, addresses and descriptions of subscribers

Signed:

William Craig Stern

For and on behalf of

Ancestry Ireland DNA LLC

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington

Delaware 19801

United States

Body Corporate

Signed:

William Craig Stern

For and on behalf of

Ancestry Ireland DNA GP

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington

Delaware 19801

United States

Body Corporate

Dated 22^nd day of March 2012

Witness to the above signatures:

Name: Corinne Barr

Address: 360 West 4800 North; Provo, UT 84604

Occupation: Executive Assistant

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EX-3.11

Exhibit 3.11

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:56 PM 03/19/2013

FILED 05:39 PM 03/19/2013

SRV 130333672 – 5026379 FILE

CERTIFICATE OF AMENDMENT TO

THE CERTIFICATE OF FORMATION

OF

ANCESTRY.COM LLC

This Certificate of Amendment to the Certificate of Formation (this “Certificate”) is being executed as of March 19, 2013, for the purpose of amending the Certificate of Formation of Ancestry.com LLC, pursuant to the Delaware Limited Liability Company Act 6 Del. C. § 18-202.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the limited liability company is Ancestry.com LLC.

2. Certificate of Formation. The Certificate of Formation was filed with the Office of the Secretary of State of the State of Delaware on August 17, 2011.

3. Amendment. The first article of the Certificate of Formation is hereby amended and restated in its entirety to read as follows:

“The name of the limited liability company is Ancestry International Holdings LLC (the “Company”).”

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of as of the day and year first above written.

ANCESTRY.COM LLC
By:
	Name:	Howard Hochhauser
	Title:	Chief Financial Officer, Chief Operating Officer and Chief Accounting Officer

Signature page to Ancestry.com LLC Certificate of Amendment

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:41 PM 08/17/2011

FILED 05:41 PM 08/17/2011

SRV 110930061 - 5026379 FILE

CERTIFICATE OF FORMATION

OF

ANCESTRY.COM LLC

THIS CERTIFICATE OF FORMATION of Ancestry.com LLC, dated as of August 17, 2011, has been duly executed and filed by the undersigned, an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del C. § 18-101, et seq).

First: The name of the limited liability company formed hereby is Ancestry.com LLC (the “Company”).

Second: The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

***

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first set forth above.

By:
Name:	William C. Stern
Title:	Authorized Person

EX-3.12

Exhibit 3.12

ANCESTRY INTERNATIONAL HOLDINGS LLC

A Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of the 20^th day of March, 2013, by the party listed on the signature page hereof (the “Member”).

RECITALS

A. The authorized person has created a limited liability company, to be called Ancestry International Holdings LLC (the “Company”), under and pursuant to the Delaware Limited Liability Company Act codified at Del. Code Ann. tit. 6, §§18-101 to

18-1109 (the “Act”), for the purpose of investing, reinvesting and managing the assets of the Company and engaging in other business activities authorized under the Act.

B. The rights, powers, duties and obligations of the Member and the Managers, and the management, operations and activities of the Company, shall be governed by this Agreement.

TERMS OF AGREEMENT

In furtherance of the foregoing Recitals, the Member declares as follows:

Article 1

Organization

1.1 Formation: Name. The Member has executed this Agreement for the purpose of establishing and governing the Company. The name of the Company shall be “Ancestry International Holdings LLC.”

1.2 Articles of Organization: Foreign Qualification. The Company has been formed by the delivery of a Certificate of Formation to the Secretary of State of the State of Delaware in accordance with and pursuant to the Act. The Member or the Managers, as applicable, shall execute such further documents and take such further action as is necessary or appropriate from time to time to comply with the requirements for the operation of a limited liability company in the State of Delaware and in any other jurisdictions where the Company conducts its business.

1.3 Liability to Third Parties. The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

1

Article 2

Purposes and Powers,

Registered Agent, and Term Of Company

2.1 Purposes and Powers. The Company has been formed for the purpose of (a) investing and reinvesting any assets invested (as capital contributions) by the Member in the Company, and (b) conducting any business that may lawfully be conducted by a limited liability company formed under the Act. The Company shall have all of the powers granted to a limited liability company under the laws of the State of Delaware.

2.2 Registered Agent. The registered agent for service of process on the Company in the State of Delaware shall be as designated by the Managers from time to time.

2.3 Term. The term of the Company commenced on the date the Certificate of Formation of the Company was filed with the Delaware Secretary of State and shall continue until the Company is dissolved or terminated pursuant to law or the provisions of this Agreement.

Article 3

Capital Contributions

3.1 Member’s Contributions. The Member shall make contributions of capital to the Company from time to time in such amounts as may be determined by the Managers in their sole discretion.

3.2 Return of Contributions. The Member shall be entitled to the return of its contributions of capital to the Company upon the terms and conditions contained in this Agreement. No interest shall be due or payable on either the Member’s capital account or its capital contribution. Any unreturned capital contribution shall not be a liability of the Company.

Article 4

Profits and Losses; Distributions; Accounting Matters

4.1 Allocation of Profits and Losses. All income, gain, loss, deductions and credits of the Company shall be allocated to the Member.

4.2 Distributions. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Managers may cause the Company from time to time to make distributions to the Member.

4.3 Books, Fiscal Year.

(a) The books of the Company shall be kept on such basis as determined by the Managers. The Managers shall keep accurate and detailed accounts of all investments, receipts, disbursements and other transactions and proceedings under this Agreement.

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(b) The fiscal year of the Company shall be the calendar year.

4.4 Tax Returns. The Managers shall cause to be prepared and filed any and all necessary federal and state tax returns for the Company.

Article 5

Management

5.1 Management Authority. Management of the Company shall be vested exclusively in the Managers. For this purpose, “Managers” shall mean Howard Hochhauser and William Stern or any person or entity elected or appointed to succeed either of them and manage the business of the Company as provided in Section 5.2. Each Manager shall have the power and authority to conduct the business of the Company. The Managers are hereby expressly authorized on behalf of the Company to make all decisions with respect to the Company’s business and to take all actions necessary to carry out such decisions, except to the extent the Act requires otherwise. All documents executed on behalf of the Company need only be signed by one of the Managers.

5.2 Tenure and Removal. A Manager shall hold office until he resigns, dissolves, dies, becomes bankrupt or incompetent or is removed by the Member. The Member may elect someone else to fill the vacancy and serve as the Manager. The Member may also appoint additional Managers from time to time.

5.3 Member Participation in Management. The Member, in its capacity as a Member, shall take no part in the control, management, direction or operation of the affairs of the Company, except as specifically required pursuant to the Act, and shall have no power to bind the Company.

Article 6

Indemnification

6.1 Indemnification of Member. The Company shall indemnify the Member and the Managers to the fullest extent permitted by law, and save and hold the Member and the Managers harmless from, and in respect of, all of the following: (1) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against the Member, the Managers or the Company that arise out of or in any way relate to the Company, its properties, business or affairs, and (2) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise of any such claim, action or demand.

Article 7

Dissolution, Liquidation and Termination of the Company

7.1 Dissolution. The Company shall be dissolved and its affairs wound up on the first to occur of the following:

(a) the written election of the Member to dissolve; and

(b) an entry of a decree of judicial dissolution of the Company.

3

7.2 Liquidation and Termination. On dissolution of the Company, the Managers shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the liquidator to minimize any losses resulting from liquidation. The liquidator, as promptly as possible after dissolution, shall apply the proceeds of liquidation as set forth in the remaining sections of this Article 7.

7.3 Payment of Debts. The assets shall first be applied to the payment of the liabilities of the Company and the expenses of liquidation.

7.4 Remaining Distribution. The remaining assets shall then be distributed to the Member.

7.5 Reserve. Notwithstanding the foregoing provisions, the liquidator may retain such amount as it deems necessary as a reserve for any contingent liabilities or obligations of the Company, which reserve, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Article 7.

7.6 Certificate of Cancellation. Upon the compliance by the liquidator with the foregoing distribution plan, the liquidator shall execute and cause to be filed a Certificate of Cancellation and any and all other documents necessary with respect to termination and cancellation of the Company under the Act.

Article 8

Amendments

This Agreement may be amended only by action of the Member.

Article 9

Miscellaneous

9.1 Governing Law. The Company and this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

9.2 Titles and Captions. All titles and captions are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Member has caused this Agreement to be executed and delivered by its duly-authorized representative as of the day and year first above written.

ANCESTRY.COM OPERATIONS INC.
By:
Name:	William Stern
Title:	General Counsel & Corporate Secretary

5

EX-3.13

Exhibit 3.13

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:56 PM 03/19/2013

FILED 05:38 PM 03/19/2013

SRV 130333658 - 5255157 FILE

CERTIFICATE OF AMENDMENT TO

THE CERTIFICATE OF FORMATION

OF

ANVIL US 2 LLC

This Certificate of Amendment to the Certificate of Formation (this “Certificate”) is being executed as of March 19,2013, for the purpose of amending the Certificate of Formation of Anvil US 2 LLC, pursuant to the Delaware Limited Liability Company

Act 6 Del. C, § 18-202.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the limited liability company is Anvil US 2 LLC.

2. Certificate of Formation. The Certificate of Formation was filed with the Office of the Secretary of State of the State of Delaware on December 7, 2012.

3. Amendment. The first article of the Certificate of Formation is hereby amended and restated in its entirety to read in as follows:

“The name of the limited liability company is Ancestry International LLC (the “Company”).

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of as of the day and year first above written.

ANVIL US 2 LLC
By:
Name:	Howard Hochhauser
Title:	Chief Financial Officer, Chief Operating Officer and Chief Accounting Officer

Signature page to Anvil US 2 LLC Certificate of Amendment

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:24 PM 12/07/2012

FILED 08:19 PM 12/07/2012

SRV 121313168 - 5255157 FILE

CERTIFICATE OF FORMATION

OF

Anvil US 2 LLC

This Certificate of Formation is being executed as of December 7, 2012, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act 6 Del. C, § 18-101 et seq.

The undersigned being duly authorized to execute and file this Certificate does hereby certify as follows:

1. Name. The name of the limited liability company is Anvil US 2 LLC (the “Company”).

2. Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

3. Authorized Person. The name and address of the authorized person is Jamila McCoy, Fried, Frank, Harris, Shriver & Jacobson LLP, 801 17^th St. NW, Washington, DC 20006. The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

/s/ Jamila McCoy

Jamila McCoy

Authorized Person

EX-3.14

Exhibit 3.14

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ANCESTRY INTERNATIONAL LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Ancestry International LLC (the “Company”), dated as of May 10, 2013 is entered into by Ancelux 3 S.àr.l., a société à responsabilité limitée organized and existing under the laws of Grand Duchy of Luxembourg (the “Member”).

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, (6 Del. C. § 18-101, et seq.) (as amended from time to time, the “Delaware Act”) pursuant to a Certificate of Formation of the Company, which was filed with the Secretary of State of the State of Delaware on December7, 2012; and

WHEREAS, the Member entered into that certain Limited Liability Company Agreement, dated as of December 12, 2012 (the “Original LLC Agreement”), in order to set forth its binding agreement as to the affairs of the Company, the conduct of its business and the rights and obligations of the Member;

WHEREAS, on March 19, 2013, the Company changed its name from “Anvil US 2 LLC” to “Ancestry International LLC” by filling a Certificate of Amendment to the Certificate of Formation with the Secretary of State of the State of Delaware; and

WHEREAS, the Member desires to amend and restate the Original LLC Agreement on the terms set forth herein to, among other things, reflect the change in the name of the Company, changes in the composition of the Operating Committee (as defined herein) and to reflect additional capital contributions made by the Member.

WHEREAS, the Member wishes to enter into this Agreement in order to set forth its binding agreement as to the affairs of the Company, the conduct of its business and the rights and obligations of the Member.

NOW, THEREFORE, in consideration of the foregoing, and of the covenants and agreements hereinafter set forth, it is hereby agreed as follows:

ARTICLE 1

GENERAL PROVISIONS

1.1. Name. The name of the Company is Ancestry International LLC.

1.2. Purpose. The purposes of the Company are, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and engaging in all acts or activities as the Company deems necessary, advisable or incidental to the furtherance of the foregoing.

1.3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

1.4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801.

ARTICLE 2

MANAGEMENT OF THE COMPANY

2.1 Management by the Member. The management of the Company is vested to the Member. Except as otherwise provided in this Agreement, the Member shall have the power to do any and all acts necessary, convenient, or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company. Under its sole discretion the Member shall have full power and authority to delegate any of its powers and authorities under this Agreement.

2.2. Delegation of Management to Operating Committee. Except as otherwise provided in this Agreement, the Member hereby revocably delegates the power and authority to manage and direct the business and affairs of the Company to an operating committee (the “Operating Committee”). Subject to the policies and limitations established by the Member, the Operating Committee shall hereby have all authority, power and discretion to act on behalf of the Company in all matters respecting the Company and its operations, business and properties, to manage and control the business, affairs and properties (including the disposition of all or part thereof) of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business. Without limiting the generality of the above, the Operating Committee shall have full power and authority to assume and exercise all rights, powers and responsibilities granted to managers and directors by the Delaware Act and hereby delegated by the Member. In connection with the foregoing, the Operating Committee is hereby authorized and empowered to act through its officers and employees and other persons designated by the Operating Committee in carrying out any or all of its powers and authorities under this Agreement, and to delegate any or all of the powers and authorities that the Operating Committee possesses under this Agreement to any officer, employee or agent of the Company or the Operating Committee and to any other person designated by the Operating Committee. The Member keeps control over the decisions and actions undertaken by the Operating Committee and may from time-to-time set the limits of the authority of the Operating Committee and the respective officers, employees or agents to the extent it considers necessary for the purposes of managing the Company.

2.3. Operating Committee Composition.

(a) The Operating Committee shall be comprised of two (2) members or such other number of members as may from time to time be determined by the Member. The following persons are hereby appointed to serve as initial members of the Operating Committee, until their successor is duly appointed or, if earlier, their death, resignation or removal:

Howard Hochhauser

William Sterm

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(b) Any member of the Operating Committee may be removed with or without cause by the Member. In the event the position of a member of the Operating Committee becomes vacant, a replacement shall be appointed by the Member.

2.4 Meetings of the Operating Committee.

(a) Quarterly and Regular Meetings. Unless otherwise decided by the Member, the Operating Committee shall hold quarterly meetings, and may hold additional regular meetings, at such time and place (which need not be in the State of Delaware) as the Operating Committee determines.

(b) Special Meetings. Special meetings of the Operating Committee may be called by any member of the Operating Committee.

(c) Notice of Meetings; Participation. Notice of regular meetings established by action of the Operating Committee shall not be required. All other meetings of the Operating Committee may be called on at least two (2) business days advance notice to each member of the Operating Committee. Such notice shall state the purpose or the business to be transacted at such meeting. Any notice of a meeting required hereunder may be waived in writing before or after the meeting. All members of the Operating Committee shall be entitled to receive required notices and agendas of upcoming Operating Committee meetings, attend all Operating Committee meetings, participate in all discussions and receive minutes from previous Operating Committee meetings.

(d) Waiver of Notice; Minutes. Attendance of a member of the Operating Committee at a meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened. Minutes of all meetings of the Operating Committee shall be kept and retained in the records of the Company.

(e) Quorum; Voting Requirements. A majority of the members of the Operating Committee shall be present at any meeting of the Operating Committee in order to constitute a quorum for the transaction of any business. The vote of a majority of the members of the Operating Committee present at a meeting at which a quorum is present shall be the act of the Operating Committee.

(f) Action by Written Consent. Any action permitted or required by applicable law or this Agreement to be taken at a meeting of the Operating Committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all of the current members of the Operating Committee. Any such consent may be executed and delivered by telecopy or electronic mail in multiple counterparts. Action taken by written consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Operating Committee.

(g) Telephonic Meetings. Subject to the requirements of this Agreement for notices of special meetings, members of the Operating Committee may participate in and hold a meeting of the Operating Committee, by means of a conference telephone or similar communications equipment by means of which all members of the Operating Committee participating in the meeting can hear and speak to each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a member of the Operating Committee participates in the meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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2.5 Officers.

(a) Appointment. In furtherance of the foregoing, the Member hereby revocably delegates its power and authority to the Operating Committee to designate officers of the Company, including a President, a Chief Financial Officer, any number of Vice Presidents, a Treasurer, a Secretary, any number of Assistant Treasurers and Assistant Secretaries, and such other officers as the Operating Committee deems necessary and appropriate, who shall have such authority and perform such duties in the management of the Company as generally pertain to their respective offices, and shall have such other powers as the Operating Committee may determine. Each such officer is hereby deemed to be an authorized person within the meaning of the Delaware Act. Any number of offices may be held by the same person.

(b) Resignation; Removal. Any officer of the Company may resign at any time by giving written notice of his or her resignation to the Operating Committee. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective. Any officer of the Company may be removed, with or without cause, at any time by the Operating Committee, pursuant to Section 2.4

(c) President. The President shall be the chief executive officer of the Company. Subject to the provisions of this Agreement and to the direction of the Operating Committee, he or she shall have the responsibility for the general management and control of the business and affairs of the Company and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Operating Committee. He or she shall have power to sign all certificates, contracts and other instruments of the Company which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Company.

(d) Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Company and shall perform such other duties as such officer may agree with the President or as the Operating Committee may from time to time determine.

(e) Vice President. Each Vice President shall have such powers and duties as may be delegated to him or her by the Operating Committee. One (1) Vice President shall be designated by the Operating Committee to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

(f) Treasurer. The Treasurer shall have the responsibility for maintaining the financial records of the Company. He or she shall make such disbursements of the funds of the Company as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Company. The Treasurer shall also perform such other duties as the Operating Committee may from time to time prescribe.

(g) Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Operating Committee. He or she shall have charge of the corporate books and shall perform such other duties as the Operating Committee may from time to time prescribe.

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2.6 Reliance by Third Parties. Any person or entity dealing with the Company is entitled to rely (without duty of further inquiry) upon a certificate signed by the Member or by the Operating Committee on behalf of the Member as to: (i) the identity of the Member; (ii) the existence or nonexistence of any facts which constitute a condition precedent to acts by the Member and/or the Operating Committee or which are in any other manner germane to the affairs of the Company; (iii) the persons who are authorized to execute and deliver any instrument or document on behalf of the Company; or (iv) any act or failure to act by the Company or any other matter whatsoever involving the Company or the Member.

ARTICLE 3

CAPITAL CONTRIBUTION

3.1. Capital Contribution; Capital Account. The capital contribution of the Member is set forth on Exhibit A hereto, as amended from time to time. Except as required by applicable law, the Member shall not at any time be required to make any additional contribution to the capital of the Company or any loans to the Company. The Member’s capital account shall be adjusted for distributions and allocations made pursuant to Article 4.

ARTICLE 4

DISTRIBUTIONS AND ALLOCATIONS

4.1. Distributions. Distributions shall be made at the times and in the aggregate amounts determined by the Member.

4.2. Allocations. Allocations shall be determined by the Member, and for so long as the Member is the only member of the Company, allocations shall be made 100% to the Member without the formal decision of the Member or approval of the Operating Committee.

ARTICLE 5

DISSOLUTION; ASSIGNMENT; ADDITIONAL MEMBERS

5.1. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Member, or (b) the termination of the legal existence of the last remaining Member or the occurrence of any other event that terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Delaware Act or (c) a judicial determination that an event has occurred that makes it unlawful, impossible or impractical for the Company to carry on the business of the Company.

5.2. Assignments. The Member may assign in whole or in part its limited liability company interest.

5.3. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the existing Member.

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ARTICLE 6

LIMITATION ON LIABILITY

6.1. Liability of Member. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or participating in the management of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Delaware Act or this Agreement shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

ARTICLE 7

TAX MATTERS

7.1. Status of the Company. It is intended that the Company be disregarded as an entity separate from the Member for federal income tax purposes. No election shall be made pursuant to Treasury Regulation Section 1.7701-3 promulgated under the United States Internal Revenue Code of 1986, as amended from time to time, (the “Code”) to treat the Company as an association taxable as a corporation. To the extent the Company is not disregarded for any state, local or foreign income or franchise tax purpose, or other tax purpose, the Company shall prepare and file tax returns as necessary, and the Operating Committee (as hereby delegated by the Member) shall prepare tax returns consistently with such tax returns.

7.2. Tax Elections. All tax elections required or permitted to be made under the Code and any applicable state, local or foreign tax law shall be made in the discretion of the Operating Committee (as hereby delegated by the Member), and any decision with respect to the treatment of Company transactions on the Company’s state, local or foreign tax returns shall be made in such manner as may be approved by the Operating Committee.

ARTICLE 8

MISCELLANEOUS

8.1. Amendment. This Agreement may be amended from time to time with the written consent of the Member.

8.2. Certificates Representing Interests. Each limited liability company interest of the Company shall constitute and remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware. The interests of the Company shall be represented by certificates; provided that the Member and/or Operating Committee (under delegation of the Member) may provide by resolution or resolutions that some or all of any class or series shall be uncertificated interests that may be evidenced by a book-entry system maintained by the registrar of such interests. If interests are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Member or Operating Committee (under delegation of the Member). The certificates representing interests of each class shall be signed by, or in the name of, the Company by the president or any vice president and by the secretary, any assistant secretary, the treasurer or any assistant treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such

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officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Company with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

8.3. Pledge of Membership Interest. Notwithstanding any provision of this Agreement to the contrary, the limited liability company interests issued hereunder or covered hereby may be pledged to any lender or lenders as collateral for the indebtedness, liabilities and obligations of the Company and/or any of its subsidiaries to such lender or lenders, and any such lender’s or lenders’ rights under any collateral documentation governing or pertaining to such pledge. The pledge of such limited liability company interests shall not, except as otherwise provided in such collateral documentation, cause the Member to cease to be a Member or to have the power to exercise any rights or powers of a Member and, except as provided in such collateral documentation, such lender or lenders shall not have any liability solely as a result of such pledge. Without limiting the foregoing, the right of such lender or lenders to enforce their rights and remedies under such collateral documentation hereby is acknowledged and any such action taken in accordance therewith shall be valid and effective for all purposes under this Agreement (regardless of any restrictions herein contained) and any assignment, sale or other disposition of the limited liability company interests by such lender or lenders pursuant to any such collateral documentation in connection with the exercise of any such lender’s or lenders’ rights and powers shall be valid and effective for all purposes, including, without limitation, under the Delaware Act and this Agreement, to transfer all right, title and interest of the Member hereunder to itself or themselves, any other lender or any other person (each, an “Assignee”) in accordance with such collateral documentation and applicable law (including, without limitation, in accordance with such collateral documentation and applicable law, the rights to participate in the management of the business and the business affairs of the Company, to share profits and losses, to receive distributions and to receive allocation of income, gain, loss, deduction, credit or similar item) and such Assignee shall be a Member of the Company with all rights and powers of a Member. Such assignment shall not constitute an event of dissolution under Section 5.1 hereunder. Further, no lender or any such Assignee shall be liable for the obligations of the Member assignor to make contributions. The Member approves all of the foregoing and agrees that no further approval shall be required for the exercise of any rights or remedies under such collateral documentation.

8.4. Severability. If any provisions of this Agreement shall be determined to be illegal or unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

8.5. Headings. The section and other headings of this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

8.6. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.

[Signature Page Follows}

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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered in its name and on its behalf, as of the date first above written.

ANCELUX 3 S.ÀR.L
By:
	Name:	Séverine Michel
	Title:	Manager

[Signature page to the LLC Agreement of Ancestry International LLC]

EXHIBIT A

Member	Capital Contribution
Ancelux 3 S.àr.l	$	415,018,000

EX-3.15

Exhibit 3.15

State of Delaware

Secretary of State

Division or Corporations

Delivered 02:53 PM 03/16/2012

FILED 02:43 PM 03/16/2012

SRV 120321862 – 5125540 FILE

CERTIFICATE OF FORMATION

OF

ANCESTRY IRELAND DNA LLC

THIS CERTIFICATE OF FORMATION of Ancestry Ireland DNA LLC, dated as of March l6, 2012, has been duly executed and filed by the undersigned, an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

FIRST: The name of the limited liability company formed hereby is Ancestry Ireland DNA LLC (the “Company”).

SECOND: The address of the Company’s registered office in the State of Delaware is Corporation Trust Center. 1209 Orange Street, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

***

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first set forth above.

By:	/s/ William C. Stern
Name:	William C. Stern
Title:	Authorized Person

EX-3.16

Exhibit 3.16

ANCESTRY IRELAND DNA LLC

A Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of the 1^st day of April, 2013, by the party listed on the signature page hereof (the “Member”).

RECITALS

A. The authorized person has created a limited liability company, to be called Ancestry Ireland DNA LLC (the “Company”), under and pursuant to the Delaware Limited Liability Company Act codified at Del. Code Ann. tit. 6, §§18-101 to 18-1109 (the “Act”), for the purpose of investing, reinvesting and managing the assets of the Company and engaging in other business activities authorized under the Act.

B. The rights, powers, duties and obligations of the Member and the Managers, and the management, operations and activities of the Company, shall be governed by this Agreement.

TERMS OF AGREEMENT

In furtherance of the foregoing Recitals, the Member declares as follows:

Article 1

Organization

1.1 Formation: Name. The Member has executed this Agreement for the purpose of establishing and governing the Company. The name of the Company shall be “Ancestry Ireland DNA LLC.”

1.2 Articles of Organization: Foreign Qualification. The Company has been formed by the delivery of a Certificate of Formation to the Secretary of State of the State of Delaware in accordance with and pursuant to the Act. The Member or the Managers, as applicable, shall execute such further documents and take such further action as is necessary or appropriate from time to time to comply with the requirements for the operation of a limited liability company in the State of Delaware and in any other jurisdictions where the Company conducts its business.

1.3 Liability to Third Parties. The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

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Article 2

Purposes and Powers,

Registered Agent, and Term Of Company

2.1 Purposes and Powers. The Company has been formed for the purpose of (a) investing and reinvesting any assets invested (as capital contributions) by the Member in the Company, and (b) conducting any business that may lawfully be conducted by a limited liability company formed under the Act. The Company shall have all of the powers granted to a limited liability company under the laws of the State of Delaware.

2.2 Registered Agent. The registered agent for service of process on the Company in the State of Delaware shall be as designated by the Managers from time to time.

2.3 Term. The term of the Company commenced on the date the Certificate of Formation of the Company was filed with the Delaware Secretary of State and shall continue until the Company is dissolved or terminated pursuant to law or the provisions of this Agreement.

Article 3

Capital Contributions

3.1 Member’s Contributions. The Member shall make contributions of capital to the Company from time to time in such amounts as may be determined by the Managers in their sole discretion.

3.2 Return of Contributions. The Member shall be entitled to the return of its contributions of capital to the Company upon the terms and conditions contained in this Agreement. No interest shall be due or payable on either the Member’s capital account or its capital contribution. Any unreturned capital contribution shall not be a liability of the Company.

Article 4

Profits and Losses; Distributions; Accounting Matters

4.1 Allocation of Profits and Losses. All income, gain, loss, deductions and credits of the Company shall be allocated to the Member.

4.2 Distributions. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Managers may cause the Company from time to time to make distributions to the Member.

4.3 Books, Fiscal Year.

(a) The books of the Company shall be kept on such basis as determined by the Managers. The Managers shall keep accurate and detailed accounts of all investments, receipts, disbursements and other transactions and proceedings under this Agreement.

(b) The fiscal year of the Company shall be the calendar year.

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4.4 Tax Returns. The Managers shall cause to be prepared and filed any and all necessary federal and state tax returns for the Company.

Article 5

Management

5.1 Management Authority. Management of the Company shall be vested exclusively in the Managers. For this purpose, “Managers” shall mean Howard Hochhauser and William Stern or any person or entity elected or appointed to succeed either of them and manage the business of the Company as provided in Section 5.2. Each Manager shall have the power and authority to conduct the business of the Company. The Managers are hereby expressly authorized on behalf of the Company to make all decisions with respect to the Company’s business and to take all actions necessary to carry out such decisions, except to the extent the Act requires otherwise. All documents executed on behalf of the Company need only be signed by one of the Managers.

5.2 Tenure and Removal. A Manager shall hold office until he resigns, dissolves, dies, becomes bankrupt or incompetent or is removed by the Member. The Member may elect someone else to fill the vacancy and serve as the Manager. The Member may also appoint additional Managers from time to time.

5.3 Member Participation in Management. The Member, in its capacity as a Member, shall take no part in the control, management, direction or operation of the affairs of the Company, except as specifically required pursuant to the Act, and shall have no power to bind the Company.

Article 6

Indemnification

6.1 Indemnification of Member. The Company shall indemnify the Member and the Managers to the fullest extent permitted by law, and save and hold the Member and the Managers harmless from, and in respect of, all of the following: (1) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against the Member, the Managers or the Company that arise out of or in any way relate to the Company, its properties, business or affairs, and (2) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise of any such claim, action or demand.

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Article 7

Dissolution, Liquidation and Termination of the Company

7.1 Dissolution. The Company shall be dissolved and its affairs wound up on the first to occur of the following:

(a) the written election of the Member to dissolve; and

(b) an entry of a decree of judicial dissolution of the Company.

7.2 Liquidation and Termination. On dissolution of the Company, the Managers shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the liquidator to minimize any losses resulting from liquidation. The liquidator, as promptly as possible after dissolution, shall apply the proceeds of liquidation as set forth in the remaining sections of this Article 7.

7.3 Payment of Debts. The assets shall first be applied to the payment of the liabilities of the Company and the expenses of liquidation.

7.4 Remaining Distribution. The remaining assets shall then be distributed to the Member.

7.5 Reserve. Notwithstanding the foregoing provisions, the liquidator may retain such amount as it deems necessary as a reserve for any contingent liabilities or obligations of the Company, which reserve, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Article 7.

7.6 Certificate of Cancellation. Upon the compliance by the liquidator with the foregoing distribution plan, the liquidator shall execute and cause to be filed a Certificate of Cancellation and any and all other documents necessary with respect to termination and cancellation of the Company under the Act.

Article 8

Amendments

This Agreement may be amended only by action of the Member.

Article 9

Miscellaneous

9.1 Governing Law. The Company and this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

9.2 Titles and Captions. All titles and captions are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Member has caused this Agreement to be executed and delivered by its duly-authorized representative as of the day and year first above written.

ANVILIRE LIMITED
By:
Name:	DAVID SANFEY
Title:	DIRECTOR

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EX-3.17

Exhibit 3.17

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:59 PM 05/03/2013

FILED 04:51 PM 05/03/2013

SRV 130525897 - 5193323 FILE

CERTIFICATE OF AMENDMENT TO

THE CERTIFICATE OF INCORPORATION

OF

ANCESTRY US HOLDINGS INC.

This Certificate of Amendment to the Certificate of Incorporation (this “Certificate”) is being executed as of May 3, 2013, for the purpose of amending the Certificate of Incorporation of Ancestry US Holdings Inc. (the “Corporation”), pursuant to Section 242 of the Delaware General Corporation Law.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the corporation is Ancestry US Holdings Inc.

2. Certificate of Incorporation. The Certificate of Incorporation was filed with the Office of the Secretary of State of the State of Delaware on August 2, 2012.

3. Amendment. The fourth article of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

“FOURTH: The total number of shares of all classes of stock which the Corporation is authorized to issue is one hundred eighty-one thousand five hundred (181,500) shares of common stock, having a par value of $0.01 per share of which (i) one hundred eighty thousand (180,000) shares are designated as voting common stock (the “Common Stock”), and (ii) one thousand five hundred (1,500) shares are designated as non-voting Class B common stock (the “Class B Common Stock”). The relative rights, designations and preferences of the Common Stock and Class B Common Stock shall be the same, except the Class B Common Stock shall be non-voting and the holders of such Class B Common Stock shall have no voting rights under this Certificate of Incorporation or otherwise.

Except as otherwise required by law, with respect to all matters upon which stockholders of the Corporation are entitled to vote or to which stockholders of the Corporation are entitled to give consent, the holders of any outstanding shares of Common Stock shall vote together as a single class, and every holder of Common Stock shall be entitled to cast thereon one (1) vote. Except as otherwise required by law, the holders of the outstanding shares of Class B Common Stock shall not be entitled to vote on any matter with respect to such shares.”

5. Authorization. This Certificate was authorized by the unanimous written consent of the board of directors of the Corporation, followed by the written consent of the shareholders of the Corporation.

[Signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed and acknowledged by its duly authorized officer as of the day and year first above written.

ANCESTRY US HOLDINGS INC.
By:
Name:	William Stern
Title:	Secretary

Signature Page to Certificate of Amendment

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:57 PM 03/19/2013

FILED 05:41 PM 03/19/2013

SRV 130333684 - 5193323 FILE

CERTIFICATE OF AMENDMENT TO

THE CERTIFICATE OF INCORPORATION

OF

GLOBAL GENERATIONS INTERNATIONAL INC.

This Certificate of Amendment to the Certificate of Incorporation (this “Certificate”) is being executed as of March 19, 2013, for the purpose of amending the Certificate of Incorporation of Global Generations International Inc., pursuant to Section 242 of the Delaware General Corporation Law.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1. Name. The name of the corporation is Global Generations International Inc.

2. Certificate of Incorporation. The Certificate of Incorporation was filed with the Office of the Secretary of State of the State of Delaware on August 2, 2012.

3. Amendment. The first article of the Certificate of Incorporation is hereby amended in its entirety to read as follows:

“The name of the corporation is Ancestry US Holdings Inc. (the “Corporation”).”

5. Authorization. This Certificate was authorized by the unanimous written consent of the board of directors of the Corporation, followed by the written consent of the shareholders of the Corporation.

[Signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed and acknowledged by its duly authorized officer as of the day and year first above written.

GLOBAL GENERATIONS INTERNATIONAL INC.
By:
Name:	Howard Hochhauser
Title:	Chief Financial Officer, Chief Operating Officer and Chief Accounting Officer

Signature Page to Global Generations International Inc. Certificate of Amendment

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:37 PM 01/25/2013

FILED 12:24 PM 01/25/2013

SRV 130091110 - 5193323 FILE

CERTIFICATE OF AMENDMENT OF

THE CERTIFICATE OF INCORPORATION

OF

Global Generations International Inc,

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

January 25, 2013

Global Generations International Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

(1) The first sentence of Article FOURTH of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

“FOURTH: The total number of shares of stock which the Corporation is authorized to issue is one hundred eighty thousand (180,000) shares of common stock, having a par value of $0.01 per share (the “Common Stock”).”

(2) The Certificate of Incorporation is hereby amended to add a new Article TENTH as follows:

“TENTH: Immediately upon the effectiveness of this Certificate of Amendment of the Certificate of Incorporation, a 1000-for-1 stock split of the Corporation’s Common Stock shall become effective, pursuant to which each share of Common Stock outstanding or held in treasury immediately prior to such time shall automatically and without any action on the part of the holders thereof be subdivided and reclassified into 1000 fully-paid and non-assessable shares of Common Stock, All certificates representing shares of Common Stock outstanding immediately prior to the filing of this Certificate of Amendment of the Certificate of Incorporation shall immediately after the filing of this Certificate of Amendment of the Certificate of Incorporation represent the number of shares of Common Stock as provided above. Notwithstanding the foregoing, any holder of Common Stock may (but shall not be required to) surrender his, her or its stock certificate or certificates to the Corporation, and upon such surrender, the Corporation will issue a certificate for the correct number of shares of Common Stock to which the holder is entitled under the provisions of this Certificate of Amendment of the Certificate of Incorporation.”

(3) This Certificate of Amendment of the Certificate of Incorporation has been duly adopted by the stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed and acknowledged by its duly authorized officer as of the date first written above.

GLOBAL GENERATIONS INTERNATIONAL INC.
By:
Name:	Howard Hochhauser
Title:	Chief Financial Officer, Chief Accounting Officer & Chief Operating Officer

[Signature Page to the Amendment to the Certificate of Incorporation of Global Generations International Inc.]

EX-3.18

Exhibit 3.18

BYLAWS OF

Ancestry US Holdings Inc.

ARTICLE I

Offices

SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE II

Stockholders

SECTION 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen (13) months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation.

SECTION 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix.

SECTION 3. Notice of Meetings. Notice of the place, if any, date, and time of all meetings of the stockholders and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

SECTION 4. Quorum. At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes or series is required, a majority of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, if any, date, or time.

SECTION 5. Organization. Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

SECTION 6. Conduct of Business. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

SECTION 7. Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may

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be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

SECTION 8. Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law.

The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

SECTION 9. Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

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Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in the first paragraph of this Section. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the Delaware General Corporation Law.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III

Board of Directors

SECTION 1. Number and Term of Office. The number of directors constituting the initial Board of Directors shall be two (2). Thereafter, the number of directors may be fixed, from time to time, by the affirmative vote of a majority of the entire Board of Directors or by action of the stockholders of the Corporation. Any decrease in the number of directors shall be effective at the time of the next succeeding annual meeting of stockholders unless there shall be vacancies in the Board of Directors, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of such vacancies. Directors need not be stockholders. Except as otherwise provided by statute or these Bylaws, the directors (other than members of the initial Board of Directors) shall be elected at the annual meeting of stockholders. Each director shall hold office until his successor shall have been elected and qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these Bylaws.

SECTION 2. Removal. Any director may be removed, either with or without cause, at any time, by the holders of a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote at an election of directors.

SECTION 3. Resignation. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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SECTION 4. Vacancies. Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with or without cause), an increase in the number of directors or any other cause, may be filled by the vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director or by the stockholders at the next annual meeting thereof or at a special meeting thereof. Each director so elected shall hold office until his successor shall have been elected and qualified.

SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by one-third (1/3) of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director by whom it is not waived by mailing written notice not less than five (5) days before the meeting or by telegraphing or telexing or by facsimile or electronic transmission of the same not less than twenty-four (24) hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

SECTION 7. Quorum. At any meeting of the Board of Directors, a majority of the total number of the whole Board of Directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.

SECTION 8. Participation in Meetings By Conference Telephone. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

SECTION 9. Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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SECTION 10. Compensation of Directors. Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

ARTICLE IV

Committees

SECTION 1. Committees of the Board of Directors. The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

SECTION 2. Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one (1) member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE V

Officers

SECTION 1. Generally. The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person.

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SECTION 2. President. The President shall be the chief executive officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

SECTION 3. Vice President. Each Vice President shall have such powers and duties as may be delegated to him or her by the Board of Directors. One (1) Vice President shall be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.

SECTION 4. Treasurer. The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.

SECTION 5. Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

SECTION 6. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

SECTION 7. Removal. Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.

SECTION 8. Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

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ARTICLE VI

Stock

SECTION 1. Certificates of Stock. Each holder of stock represented by certificates shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

SECTION 2. Transfers of Stock. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article VI of these Bylaws, an outstanding certificate, if one has been issued, for the number of shares involved shall be surrendered for cancellation before a new certificate, if any, is issued therefor.

SECTION 3. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described; provided, however, that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date

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on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article II, Section 9 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

SECTION 4. Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

SECTION 5. Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VII

Notices

SECTION 1. Notices. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law.

SECTION 2. Waivers. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VIII

Miscellaneous

SECTION 1. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

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SECTION 2. Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

SECTION 3. Reliance upon Books, Reports and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board of Directors.

SECTION 5. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE IX

Indemnification of Directors and Officers

SECTION 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee, or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided,

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however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

SECTION 2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 1 of this ARTICLE IX, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

SECTION 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee,

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be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.

SECTION 4. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

SECTION 6. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

SECTION 7. Nature of Rights. The rights conferred upon indemnitees in this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this ARTICLE IX that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

ARTICLE X

Amendments

These Bylaws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting.

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EX-3.19

Exhibit 3.19

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:32 PM 02/28/2011

FILED 07:11 PM 02/28/2011

SRV 110238847 - 4946660 FILE

CERTIFICATE OF FORMATION

OF

Ancestry.com DNA, LLC

1. The name of the limited liability company is Ancestry.com DNA, LLC.

2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Ancestry.com DNA, LLC this 28^th day of February, 2011.

William Stern

Ancestry.com Operations Inc.

General Counsel

EX-3.20

Exhibit 3.20

ANCESTRY.COM DNA, LLC

A Delaware Limited Liability Company

AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of the 16^th day of September, 2011, by the party listed on the signature page hereof (the “Member”).

RECITALS

A. Ancestry.com DNA, LLC (the “Company”), was originally created on February 28, 2011 under and pursuant to the Delaware Limited Liability Company Act codified at Del. Code Ann. tit. 6, §§18-101 to 18-1109 (the “Act”), for the purpose of engaging such lawful activities as shall be determined by the Member in its sole and absolute discretion;

B. The Member wishes to redefine the rights, powers, duties and obligations of the Member and the management, operations and activities of the Company such that from and after the date hereof the Company shall be governed by this Agreement.

TERMS OF AGREEMENT

In furtherance of the foregoing Recitals, the Member declares as follows:

Article 1

Organization

1.1 Formation; Name. The Member has executed this Agreement for the purpose of governing the Company. The name of the Company shall be “Ancestry.com DNA, LLC.”

1.2 Articles of Organization: Foreign Qualification. The Company has been formed by the delivery of a Certificate of Formation to the Secretary of State of the State of Delaware in accordance with and pursuant to the Act. The Member shall execute such further documents and take such further action as is necessary or appropriate from time to time to comply with the requirements for the operation of a limited liability company in the State of Delaware and in all other jurisdictions where the Company conducts its business.

1.3 Liability to Third Parties. The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

1.4 Principal Place of Business. The principal place of business of the Company shall be located at 360 West 4800 North, Provo, Utah 84604 or at such other address as shall be designated from time to time by the Member.

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Article 2

Purposes and Powers, Registered Office and

Registered Agent, and Term Of Company

2.1 Purposes and Powers. The Company has been formed for the purpose of (a) investing and reinvesting any assets invested (as capital contributions) by the Member in the Company, and (b) conducting any business that may lawfully be conducted by a limited liability company formed under the Act. The Company shall have all of the powers granted to a limited liability company under the laws of the State of Delaware.

2.2 Registered Agent. The registered agent for service of process on the Company in the State of Delaware shall be as designated by the Member from time to time.

2.3 Term. The term of the Company commenced on the date the Certificate of Formation of the Company was filed with the Delaware Secretary of State and shall continue until the Company is dissolved or terminated pursuant to law or the provisions of this Agreement.

Article 3

Capital Contributions

3.1 Member’s Contributions. The Member shall make contributions of capital to the Company from time to time in such amounts as may be determined by the Member in its sole discretion.

3.2 Return of Contributions. The Member shall be entitled to the return of its contributions of capital to the Company upon the terms and conditions contained in this Agreement. No interest shall be due or payable on either the Member’s capital account or its capital contribution. Any unreturned capital contribution shall not be a liability of the Company.

Article 4

Profits and Losses; Distributions; Accounting Matters

4.1 Allocation of Profits and Losses. All income, gain, loss, deductions and credits of the Company shall be allocated to the Member.

4.2 Distributions. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Member may cause the Company from time to time to make distributions to the Member.

4.3 Books, Fiscal Year.

(a) The books of the Company shall be kept on such basis as determined by the Member. The Company shall keep accurate and detailed accounts of all investments, receipts, disbursements and other transactions and proceedings under this Agreement.

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(b) The fiscal year of the Company shall be the calendar year.

4.4 Tax Returns. The Company shall prepare and file any and all necessary federal and state tax returns for the Company.

Article 5

Management

5.1 Management Authority. The Company shall be managed and controlled by the Member and shall not have any Managers within the meaning of the Act.

5.2 Required Officers. The officers of the Company shall be elected by the Member and shall include a President and a Secretary. The Members may also elect a Chief Financial Officer, one or more Vice Presidents and a Treasurer. Any number of offices may be held by the same person, unless this Agreement otherwise provides. The officers of the Company shall be as set forth in Exhibit A hereto, as may be modified from time to time in writing by the Member.

5.3 Term of Office. The officers of the Company shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Member may be removed at any time by the Member. Any vacancy occurring in any office of the Company shall be filled by the Member.

5.4 Duties of President. The President shall be chief executive officer of the Company. He shall have general and active management of the day-to-day business and affairs of the Company and shall see that all orders and resolutions of the Member are carried into effect.

5.5 Duties of Vice President. The Vice Presidents, if any, shall perform such duties and have such powers as the Member may from time to time prescribe.

5.6 Duties of Chief Financial Officer. The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member and shall render to the President and the Member, when the Member so requires, an account of all of the Company’s transactions and of the financial condition of the Company.

5.7 Duties of Secretary. The Secretary shall record all the orders and resolutions of the Member in a book to be kept for that purpose and shall perform such other duties as may be prescribed by the Member or President.

5.8 Duties of Treasurer. The Treasurer shall perform such duties and have such powers as the Member may from time to time prescribe.

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Article 6

Indemnification

6.1 Indemnification of Member. The Company shall indemnify the Member and the officers to the fullest extent permitted by law, and save and hold the Member and the officers harmless from, and in respect of, all of the following: (1) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against the Member, the officers or the Company that arise out of or in any way relate to the Company, its properties, business or affairs, and (2) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise of any such claim, action or demand.

Article 7

Dissolution, Liquidation and Termination of the Company

7.1 Dissolution. The Company shall be dissolved and its affairs wound up on the first to occur of the following:

(a) the written election of the Member to dissolve; and

(b) an entry of a decree of judicial dissolution of the Company.

7.2 Liquidation and Termination. On dissolution of the Company, the Member shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the liquidator to minimize any losses resulting from liquidation. The liquidator, as promptly as possible after dissolution, shall apply the proceeds of liquidation as set forth in the remaining sections of this Article 7.

7.3 Payment of Debts. The assets shall first be applied to the payment of the liabilities of the Company and the expenses of liquidation.

7.4 Remaining Distribution. The remaining assets shall then be distributed to the Member.

7.5 Reserve. Notwithstanding the foregoing provisions, the liquidator may retain such amount as it deems necessary as a reserve for any contingent liabilities or obligations of the Company, which reserve, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Article 7.

7.6 Certificate of Cancellation. Upon the compliance by the liquidator with the foregoing distribution plan, the liquidator shall execute and cause to be filed a Certificate of Cancellation and any and all other documents necessary with respect to termination and cancellation of the Company under the Act.

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Article 8

Amendments

This Agreement may be amended only by action of the Member.

Article 9

Miscellaneous

9.1 Governing Law. The Company and this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

9.2 Titles and Captions. All titles and captions are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Member has caused this Agreement to be executed and delivered by its duly authorized representative as of the day and year first above written.

ANCESTRY.COM OPERATIONS INC.
By
Name:	Howard Hochhauser
Title:	Director and Chief Financial Officer

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EXHIBIT A

OFFICERS OF THE COMPANY

President	Ken Chahine
Vice President and Chief Financial Officer	Howard Hochhauser
Vice President and Secretary	William Stern
Treasurer	Bruce Petersen

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EX-3.21

Exhibit 3.21

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:29 PM 07/06/2009

FILED 06:04 PM 01/06/2009

SRV 090676357 - 2968440 FILE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

of

THE GENERATIONS NETWORK, INC.

The Generations Network, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST: The present name of the Corporation is The Generations Network, Inc.; and, the name under which the Corporation was originally incorporated is Ancestry.com, Inc., and the date of filing the original certificate of incorporation of the Corporation with the Secretary of State of the State of Delaware is November 18, 1998.

SECOND: The certificate of incorporation is hereby amended by striking out Article One thereof and substituting in lieu thereof new Article One which is set forth in the Amended and Restated Certificate of Incorporation hereinafter provided for.

THIRD: The provisions of the certificate of incorporation of the Corporation as heretofore amended and/or supplemented, and as herein amended, are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Amended and Restated Certificate of Incorporation of Ancestry.com Operations Inc. without further amendments other than the amendment herein certified and without discrepancy between the provisions of the certificate of incorporation as heretofore amended and supplemented and the provisions of the said single instrument hereafter set forth.

FOURTH: The Amended and Restated Certificate of Incorporation hereinafter set forth was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware.

FIFTH: The Amended and Restated Certificate of Incorporation hereinafter set forth, which restates and integrates and further amends the provisions of this Corporation’s certificate of incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

SIXTH: The certificate of incorporation of the Corporation, as amended and restated herein, shall at the effective time of this Amended and Restated Certificate of Incorporation, read as follows:

“AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

of

ANCESTRY.COM OPERATIONS INC.

ARTICLE ONE

The name of the Corporation is Ancestry.com Operations Inc.

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of stock which the Corporation has authority to issue is one-thousand (1,000) shares of Common Stock, with a par value of $0.0001 per share.

ARTICLE FIVE

The Corporation is to have perpetual existence.

ARTICLE SIX

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the bylaws of the Corporation.

ARTICLE SEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation. Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

ARTICLE EIGHT

To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, a director of the Corporation shall be indemnified by the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation.

Neither any amendment nor repeal of this Article Eight, nor the adoption of any provision of this Corporation’s Certificate of Incorporation inconsistent with this Article Eight, shall eliminate or reduce the effect of this Article Eight, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article Eight, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE NINE

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE TEN

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all lights conferred upon stockholders herein are granted subject to this reservation.”

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf by its officer thereunto duly authorized, and the undersigned affirms its contents as true under penalty of perjury on July 6, 2009.

/s/ Timothy Sullivan

Timothy Sullivan

President and Chief Executive Officer

EX-3.22

Exhibit 3.22

EXHIBIT A

AMENDED AND RESTATED BYLAWS

of

ANCESTRY.COM OPERATIONS INC.

ARTICLE I

Offices

1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the President of the corporation; provided, that if the President does not act, the board of directors shall determine the date, time and place of such meeting.

2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the President and shall be called by the President upon the written request of holders of shares entitled to cast not less than a majority of the votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall be delivered to the President.

3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

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4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the President or the Secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

6. Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all, meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto, every stockholder shall at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of common stock held by such stockholder.

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10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the Secretary or a person designated by the Secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III

Directors

1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

2. Number, Election and Term of Office. The number of directors shall be established from time to time by resolution of the board or by resolution of the stockholders of the corporation. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the President on at least twenty-four (24) hours notice to each director, either personally, by telephone, by mail, or by telegraph.

7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these bylaws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the Secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

12. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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13. Chairman of the Board of Directors. The corporation may also have, at the discretion of the board of directors, a chairman of the board of directors who shall not be considered an officer of the corporation.

ARTICLE IV

Officers

1. Number. The officers of the corporation shall be elected by the board of directors and shall consist of a President, a Chief Financial Officer, one or more Vice-presidents, a Secretary, a Treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person; provided, however, that no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the certificate of incorporation or these bylaws to be executed, acknowledged or verified by two or more officers. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

2. Election and Term of Office. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4. The President. The President shall be the chief executive officer of the corporation. Unless a chairman shall be chosen or in the chairman’s absence, the President shall preside at all meetings of the stockholders and board of directors at which he is present. Subject to the powers of the board of directors, the President shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees. The President shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these bylaws. Unless otherwise provided in these bylaws, all other officers of the corporation shall report directly to the President or as otherwise determined by the President.

5. Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as such officer may agree with the President or as the board of directors may from time to time determine.

6. Vice-Presidents. The Vice-Presidents shall have such powers and duties as shall be prescribed by his or her superior officer or the President. A Vice-President shall, when requested, counsel with and advise the other officers of the corporation and shall perform such other duties as such officer may agree with the President or as the board of directors may from time to time determine.

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7. Secretary. The powers and duties of the Secretary are: (i) to act as Secretary at all meetings of the board of directors, of the committees of the board of directors and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; (ii) to see that all notices required to be given by the corporation are duly given and served; (iii) to act as custodian of the seal of the corporation and affix the seal or cause it to be affixed to all certificates of stock of the corporation and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; (iv) to have charge of the books, records and papers of the corporation and see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and (v) to perform all the duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the corporation and shall perform such other duties as such officer may agree with the President or as the board of directors may from time to time determine.

8. Treasurer. The Treasurer shall supervise and be responsible for all the funds and securities of the corporation, the deposit of all moneys and other valuables to the credit of the corporation in depositories of the corporation, borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the corporation is a party, the disbursement of funds of the corporation and the investment of its funds, and in general shall perform all the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the corporation and shall perform such other duties as such officer may agree with the President or as the board of directors may from time to time determine.

9. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

10. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

Indemnification of Officers, Directors and Others

1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be

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indemnified and held harmless by the corporation to the fullest extent which it is permitted to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within thirty (30) days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty (60) days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

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4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation, Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

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ARTICLE VI

Certificates of Stock

1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the President or a Vice-president and the Secretary of the corporation, certifying the number of shares of a specific class or series owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such President, Vice-president, or Secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VII

General Provisions

1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in

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shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

6. Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

7. Voting Securities Owned by Corporation. Voting securities in any other corporation held by the corporation shall be voted by the President or the Chief Financial Officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or

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extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

9. Section Headings. Section headings in these bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

10. Inconsistent Provisions. In the event that any provision of these bylaws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

Amendments

These bylaws may be amended, altered, or repealed and new bylaws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the bylaws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.23

Exhibit 3.23

EX-3.24

Exhibit 3.24

COMPANIES ACTS, 1963 to 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM

and

ARTICLES OF ASSOCIATION

of

ANVILIRE

(as amended by special resolution dated 29 March 2013)

COMPANIES ACTS, 1963 to 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

of

ANVILIRE

(as amended by special resolution dated 29 March 2013)

1 The name of the Company is Anvilire.

2 The objects for which the Company is established are:

2.1 To carry on business of an investment and holding company, to establish, carry on, develop and extend investments and holdings; to carry on the business of acquiring, novating, investing in, entering into, managing financial assets or instruments.

2.2 To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

2.3 To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

2.4 To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company or carrying on any business capable of being carried on so as, directly or indirectly, to benefit this Company.

2.5 To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

2.6 To acquire and undertake the whole or any part of the business, property, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on, or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company.

2.7 To employ the funds of the Company in the development and expansion of the business of the Company and all or any of its subsidiary or associated companies and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or any of its subsidiary or associated companies or of any other industry ancillary thereto or which can conveniently be carried on in connection therewith.

2.8 To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

2.9 To borrow or otherwise raise money or carry out any other means of financing, whether or not by the issue of stock or other securities, and to enter into or issue interest and currency hedging and swap agreements, forward rate agreements, interest and currency futures or options and other forms of financial instruments, and to purchase, redeem or pay off any of the foregoing.

2.10 To secure the payment of money or other performance of financial obligations in such manner as the Company shall think fit, whether or not by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, present or future, including its uncalled capital.

2.11 To adopt such means of making known the Company and its products and services as may seem expedient.

2.12 To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

2.13 To acquire and carry on any business carried on by a subsidiary or a holding Company of the Company or another subsidiary of a holding company of the Company.

2.14 To provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind.

2.15 To guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the contracts or obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act, 1963, or another subsidiary as defined by the said section of the Company’s holding company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect from entering into such guarantee or other arrangement or transaction contemplated herein.

2.16 To amalgamate with any other company.

2.17 To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

2.18 To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

2.19 To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

2.20 To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

2.21 To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

2.22 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

2.23 To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

2.24 To procure the Company to be registered or recognised in any country or place.

2.25 To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

2.26 To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

2.27 To distribute any of the property of the Company in specie among the members.

2.28 To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no way limited or restricted by reference to, or inference from, the terms of any other paragraph.

NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) will be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers	Number of shares taken by each Subscriber
Goodbody Subscriber One Limited IFSC	One
North Wall Quay
Dublin 1
Limited Liability Company
Total Number of Shares Taken:	One

Dated
Witness to the above signatures:
	Name:
	Address:

COMPANIES ACTS, 1963 to 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

of

ANVILIRE

(as adopted by special resolution dated 29 March 2013)

COMPANIES ACTS, 1963 TO 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

ANVILIRE

(as adopted by special resolution dated 29 March 2013)

CONTENTS

		Page No
1	Interpretation		10
2	Private Company		11
3	Share Capital		12
4	Variation of Rights		12
5	Alteration of Share Capital		12
6	Redemption of Shares		13
7	Commissions		13
8	Trusts Not Recognised		13
9	Allotment of Shares		13
10	Share Certificates		14
11	Lien		14
12	Calls on Shares		15
13	Forfeiture of Shares		15
14	Financial Assistance		16
15	Transfer of Shares		16
16	Transmission of Shares		17
17	General Meetings		17
18	Notice of General Meetings		18
19	Proceedings at General Meetings		19
20	Members Resolutions in Writing		20
21	Votes of Members		21
22	Directors		22
23	Borrowing Powers		23
24	Powers and Duties of Directors		23
25	Disqualification of Directors		25
26	Rotation of Directors		25
27	Proceedings of Directors		26

28	Directors’ Resolutions in Writing	27
29	Managing Director or Chief Executive	27
30	Alternate Directors	28
31	Secretary	29
32	Company Seal and Authentication of Documents	29
33	Record Dates	29
34	Dividends	30
35	Accounts	31
36	Capitalisation of Profits	32
37	Auditors	33
38	Notices	33
39	Winding Up	34
40	Indemnity	35

1 Interpretation

1.1 The regulations in Part III of Table E in the First Schedule of the Companies Act 1963 do not apply to the Company.

1.2 In these Articles:

the “1983 Act” means the Companies (Amendment) Act 1983; the “1990 Act” means the Companies Act 1990;

the “Act” means the Companies Act 1963 and every statutory modification or re-enactment thereof for the time being in force;

the “Acts” means the Companies Acts 1963 to 2012;

“Articles” means these articles of association, as amended from time to time;

“Auditors” means the auditors of the Company from time to time;

“Clear Days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

“Company” means Anvilire;

“Director” means a director of the Company and the “Directors” means the Directors or any of them acting as the board of Directors of the Company;

“dividend” means dividend or bonus;

the “holder” in relation to shares means the member whose name is entered in the register of members as the holder of the shares;

“Office” means the registered office of the Company;

“paid” means paid or credited as paid;

“seal” means the common seal of the Company and includes any official seal kept by the Company by virtue of Section 41 of the Act; and

“Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

1.3 In these Articles:

(a) Words denoting the singular number include the plural number and vice versa, words denoting a gender include each gender and words denoting persons include corporations;

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(b) Words or expressions contained in these Articles which are not defined in these Articles but are defined in the Acts have the same meaning as in the Acts (but excluding any modification of the Acts not in force at the date of adoption of these Articles) unless inconsistent with the subject or context;

(c) any reference to any statute, statutory provision or to any order or regulation shall be construed as a reference to the statute, provision, order or regulation as extended, modified, amended, replaced or re-enacted from time to time (whether before or after the date of adoption of these Articles) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom (whether before or after the date of adoption of these Articles);

(d) headings are inserted for convenience only and do not affect the construction of these Articles;

(e) any reference to a “person” shall be construed as a reference to any individual, firm, company, corporation, undertaking, government, state or agency of a state or any association or partnership (whether or not having separately good personality);

(f) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them and except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power; and

(g) references to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, and “written” shall be construed accordingly.

2 Private Company

2.1 The Company is a private company within the meaning of the Acts, and accordingly:

(a) the right to transfer shares is restricted in the manner hereinafter prescribed;

(b) the number of members of the Company (exclusive of persons who are in the employment of the Company and of persons who, having been formerly in the employment of the Company, were, while in that employment, and have continued after the termination of that employment to be, members of the Company) with which the Company proposes to be registered is two, but the Directors may from time to time, subject to the Articles hereinafter expressed, register an increase of members;

(c) any invitation to the public to subscribe for any shares, debentures or other securities of the Company is prohibited; and

(d) the Company shall not have power to issue share warrants to bearer.

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3 Share Capital

3.1 The share capital of the Company is US$1,000,000 divided into 1,000,000 shares of US$1.00 each. All shares rank pari passu in all respects and carry the right to receive notice of or attend, speak and vote at general meetings.

3.2 Subject to the provisions of the Acts and without prejudice to any rights attached to any existing shares, any share may be issued with such preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by special resolution determine.

3.3 Subject to the provisions of the Acts, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder on such terms and in such manner as may be provided by the Articles. Subject as aforesaid, the Company may cancel any shares if so redeemed or may hold them as treasury shares and re-issue any such treasury shares as share of any class or classes.

4 Variation of Rights

4.1 If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Acts, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of three fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class but not otherwise.

4.2 The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

4.3 To every such separate general meeting held pursuant to Article 4.1 all the provisions of these Articles relating to general meetings of the Company shall apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of that class (but so that if at any adjourned meeting of such members a quorum as above defined is not present those members who are present shall be a quorum). Any holder of the shares of the class present in person or by proxy may demand a poll each such person shall upon such poll have one vote in respect of every share of the class held by him respectively.

5 Alteration of Share Capital

5.1 The Company may from time to time by special resolution:

(a) increase the share capital by such sum to be divided into shares of such amount, as the resolution may prescribe;

(b) consolidate its shares into shares of a larger amount than its existing shares;

(c) subdivide its shares into shares of a smaller amount than its existing shares;

(d) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; and

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(e) reduce its share capital in any way.

5.2 Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Acts, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

6 Redemption of Shares

Without prejudice to the generality of Article 5.1, the Company will be at liberty at any time to give notice in writing to any holder of any shares of its desire to redeem the same or any of them for a consideration equivalent in value to the par value of the shares or such greater value as may be agreed between the Company and such holders. The Company may at its option satisfy the consideration for such shares by a transfer in specie to the holder of such shares of property or assets of the Company. Upon the satisfaction of the consideration for such shares the holder’s name shall be removed from the register as a holder of the shares specified in the notice or where the Company is redeeming only part of a holder’s shareholding the register shall be amended to reflect the revised shareholding.

7 Commissions

The Company may exercise the powers of paying commissions conferred by the Acts. Subject to the provisions of the Acts, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

8 Trusts Not Recognised

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and (except as otherwise provided by the Articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right to the entirety thereof in the holder. This shall not preclude the Company from requiring the members or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company.

9 Allotment of Shares

9.1 The Directors are hereby generally and unconditionally authorised pursuant to Section 20 of the 1983 Act to allot relevant securities (as defined for this purpose by Section 20(10) of the 1983 Act) up to an aggregate nominal amount equal to the authorised but as yet unissued share capital of the Company at the date of adoption of these Articles for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) five years after the date of adoption of these Articles. The Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after that expiry and the Directors may allot relevant securities in pursuance of that offer or agreement as if that authority had not expired.

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9.2 The pre-emption provisions in section 23(1) of the 1983 Act shall not apply to any allotment of the Company’s equity securities.

9.3 Subject to any resolution of the Company in general meeting:

(a) all unissued shares for the time being in the capital of the Company (whether forming part of the original or any increased share capital) shall be at the disposal of the Directors; and

(b) the Directors may allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons on such terms and conditions and at such times as they think fit.

10 Share Certificates

10.1 Every member, upon becoming the holder of any shares, shall be entitled without payment to receive within two months after allotment or lodgement of a duly stamped transfer (or within such other period as the conditions of issue shall provide) one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine. Every certificate shall be executed under seal in accordance with these Articles and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

10.2 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.

11 Lien

11.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether immediately payable or not) payable at a fixed time or called in respect of that share. The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to all dividends payable thereon.

11.2 The Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 Clear Days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.

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11.3 To give effect to a sale the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

11.4 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is immediately payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not immediately payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

12 Calls on Shares

12.1 Subject to the terms of allotment, the Directors may make calls upon the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.

12.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

12.3 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

12.4 If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Acts) but the Directors may waive payment of the interest wholly or in part.

12.5 An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

12.6 Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.

13 Forfeiture of Shares

13.1 If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than 14 Clear Days’ notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

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13.2 If the notice is not complied with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

13.3 Subject to the provisions of the Acts, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person and at any time before sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the share to that person.

13.4 A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the appropriate rate (as defined in the Acts) from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

13.5 A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share.

14 Financial Assistance

The Company may give any form of financial assistance which is permitted by the Acts for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in the Company’s holding company.

15 Transfer of Shares

15.1 The instrument of transfer of a share may be in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the transferor and on behalf of the transferee.

15.2 The Directors may, in their absolute discretion and without giving any reason, refuse to register the transfer of a share to any person, whether or not it is fully paid or a share on which the Company has a lien.

15.3 If the Directors refuse to register a transfer of a share, they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.

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15.4 The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods (not exceeding thirty days in any year) as the Directors may determine.

15.5 No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

15.6 The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

16 Transmission of Shares

16.1 If a member dies the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.

16.2 A person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred.

16.3 A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.

17 General Meetings

17.1 Annual general meetings of the Company shall be held in the State unless in respect of any particular such meeting either:

(a) all the members entitled to attend and vote at such meetings consent in writing to its being held elsewhere; or

(b) a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting.

17.2 The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next.

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17.3 So long as the Company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the year following. Subject to Article 17.1, the annual general meeting shall be held at such time and place as the Directors shall appoint.

17.4 All general meetings other than annual general meetings shall be called extraordinary general meetings.

17.5 The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default, may be convened by such requisitions, as provided by Section 132 of the Act.

17.6 Where for any purpose an ordinary resolution of the Company is required a special resolution shall also be effective.

18 Notice of General Meetings

18.1 An annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least 21 Clear Days’ notice. All other extraordinary general meetings shall be called by at least 7 Clear Days’ notice but a general meeting may be called by shorter notice if it is so agreed:

(a) in the case of an annual general meeting, by the auditors and all the members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote being a majority together holding not less than 90% in nominal value of the shares giving that right.

18.2 Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective unless (except when the Directors have resolved to submit it) notice of the intention to move it has been given to the Company not less than 28 Clear Days (or such other period as the Acts permit) before the meeting at which it is to be moved, and the Company shall give to the members notice of any such resolutions as required by and in accordance with the provisions of the Acts.

18.3 The notice shall specify the time and place of the meeting and in the case of special business the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

18.4 Subject to the provisions of the Articles and to any restrictions imposed on any shares, the notice shall be given to all the members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the auditors.

18.5 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

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19 Proceedings at General Meetings

19.1 All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Directors and Auditors, the election of Directors in the place of those retiring, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

19.2 No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum provided that, in circumstances where there is only one member of the Company, the quorum for a general meeting shall for all purposes be that member so present.

19.3 If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting if convened upon the requisition of members shall be dissolved, in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present, within half an hour from the time appointed for the meeting, the member(s) present shall be a quorum.

19.4 The chairman, if any, of the board of Directors or in his absence some other Director nominated by the Directors shall preside as chairman of the meeting, but if neither the chairman nor such other Director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman.

19.5 If no Director is willing to act as chairman, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.

19.6 A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company.

19.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.

19.8 A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Acts, a poll may be demanded:

(a) by the chairman; or

(b) by at least two members present in person or by proxy having the right to vote at the meeting; or

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(c) by a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right;

and a demand by a person as proxy for a member shall be the same as a demand by the member.

19.9 Unless a poll is demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

19.10 The demand for a poll may, before the poll is taken, be withdrawn and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

19.11 A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

19.12 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.

19.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

19.14 No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least 7 Clear Days’ notice shall be given specifying the time and place at which the poll is to be taken.

20 Members Resolutions in Writing

A resolution in writing executed by or on behalf of each member who would have been entitled to vote on it if it had been proposed at a general meeting at which he was present shall be as effective as if it had been passed at a general meeting properly convened and held. Such a resolution may consist of several instruments each executed in such manner as the Directors may approve by or on behalf of one or more of the members, or a combination of both.

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21 Votes of Members

21.1 Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person and every proxy, shall have one vote and on a poll every member shall have one vote for each share of which he is the holder.

21.2 Where there are joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

21.3 A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction (whether in Ireland or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person authorised in that behalf appointed by that court, and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with the Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

21.4 No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all moneys immediately payable by him in respect of that share have been paid.

21.5 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

21.6 Votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

21.7 The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a body corporate either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member and a member may appoint more than one proxy.

21.8 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office or at such other place within the State as is specified for that purpose in the notice convening the meeting, before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll before the time appointed for the taking of the poll, and, in default, the instrument of proxy shall not be treated as valid.

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21.9 An instrument appointing a proxy shall be in the following form or in any other form which the Directors may accept:

“[—]

I / We                    of

being a member / members of the above-named Company hereby appoint [—] of [—], or failing him [—] of [—] as my / our proxy to exercise the voting rights attached to [all / [—]] of the shares in the Company held by me / us on my / our behalf at the (annual or extraordinary, as the case may be) general meeting of the Company to be held on [—] and at any adjournment thereof

Signed [—] (Date)

This form is to be used *in favour of / against the resolution.

Unless otherwise instructed, the proxy will vote as he thinks fit.

“strike out whichever is not desired.”

21.10 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

21.11 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, if no intimation in writing of such death, insanity, revocation or transfer as aforesaid is received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

21.12 Any body corporate which is a member of the Company may, by resolution of its Directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company.

22 Directors

22.1 Unless otherwise determined by ordinary resolution, the number of Directors (other than alternate Directors) shall be not less than two and shall not be more than ten. The first Directors of the Company shall be deemed to have been appointed pursuant to Section 3(5) of the Companies (Amendment) Act 1982.

22.2 The Directors shall be entitled to such remuneration as the Company may by ordinary resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day. The Directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

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22.3 No Director shall be required to hold a share qualification but each Director shall nevertheless be entitled to receive notice of and to attend and speak at every general meeting of the Company.

22.4 A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company unless the Company otherwise directs.

23 Borrowing Powers

The Directors may exercise all of the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as a security for any debt, liability or obligations of the Company or any third party without any limitation as to amount.

24 Powers and Duties of Directors

24.1 Subject to the provisions of the Acts, the memorandum and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given.

24.2 The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they think fit, and any such power of attorney may contain such provisions for the protection for persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

24.3 The Directors may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as they think fit (including without limitation the exercise of that power in favour of any resolution appointing its members or any of them Directors of such body corporate, or voting or providing for the payment of remuneration to the Directors of such body corporate).

24.4 A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with Section 194 of the Act.

24.5 A Director may vote in respect of any contract, appointment or arrangement in which he is interested and he shall be counted in the quorum present at the meeting.

24.6 A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office as Director for such period and on such

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terms as to remuneration and otherwise as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

24.7 A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged, and he may vote on any such appointment or arrangement other than his own appointment or the arrangement of the terms thereof.

24.8 Any Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

24.9 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts from monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall from time to time by resolution determine.

24.10 The Directors shall cause minutes to be made in books provided for the purpose:

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

(c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.

24.11 The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

24.12 Without prejudice to the provisions of Article 24.11, the Directors may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:

(a) a Director, other officer, employee or auditor of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or

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(b) a trustee of any pension fund in which employees of the Company or any other body referred to in Article 24.12(a) is or has been interested,

(c) including without limitation insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his duties, powers or offices in relation to the relevant body or fund.

25 Disqualification of Directors

The office of a Director shall be vacated if:

(a) he ceases to be a Director by virtue of any provision of the Acts or he becomes prohibited by law from being a director; or

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) in the opinion of the board of Directors becomes incapable by reason of mental illness (as defined in the Mental Health Act 2001) of discharging his duties as Director; or

(d) he resigns his office by notice in writing served on the Company or if he resigns his office by spoken declaration at any board meeting and such resignation is accepted by resolution of that meeting, in which case such resignation shall take effect at the conclusion of such meeting; or

(e) he is convicted of an indictable offence unless the Directors otherwise determine; or

(f) he shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated.

26 Rotation of Directors

26.1 The Directors shall not retire by rotation.

26.2 The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles.

26.3 The Members of the Company shall, by ordinary resolution, have the power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles.

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27 Proceedings of Directors

27.1 The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. Where there is an equality of votes, the chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director who, being resident in the State, is for the time being absent from the State.

27.2 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two.

27.3 The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

27.4 The Directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected, or, if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

27.5 The Directors may delegate any of their powers to any committee consisting of two or more Directors. The Directors may also delegate to any Director holding any executive office such of their powers as the Directors consider desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate all or any of the powers delegated to two or more Directors (whether or not acting as a committee) or to any employee or agent of the Company. Any such delegation may be made subject to such conditions as the Directors may specify, and may be revoked or altered. Subject to any conditions imposed by the Directors, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of Directors so far as they are capable of applying.

27.6 A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

27.7 A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and where there is an equality of votes, the chairman shall have a second or casting vote.

27.8 All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

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27.9 For the purposes of these Articles, the contemporaneous linking together by telephone or other means of audio communication of a number of Directors shall be deemed to constitute a meeting of the Directors, and all the provisions in these Articles as to meetings of the Directors shall apply to such meetings provided that:-

(a) each of the Directors taking part in the meeting is able to speak, be heard and to hear each of the other Directors taking part;

(b) at the commencement of the meeting each Director acknowledges his presence and that he accepts that the conversation shall be deemed to be a meeting of the Directors; and

(c) a Director may not cease to take part in the meeting by disconnecting his telephone or other means of communication unless he has previously obtained the express consent of the chairman of the meeting, and a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting unless he has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid.

A minute of the proceedings at such meeting by telephone or other means of communication shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the chairman of the meeting.

28 Directors’ Resolutions in Writing

28.1 A resolution in writing executed by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held. For this purpose:

(a) a resolution may be by means of an instrument sent to such address (if any) for the time being notified by the Company for that purpose;

(b) a resolution may consist of several instruments, each executed by one or more Directors;

(c) a resolution executed by an alternate Director need not also be executed by his appointer; and

(d) a resolution executed by a Director who has appointed an alternate Director need not also be executed by the alternate Director in that capacity.

29 Managing Director or Chief Executive

29.1 The Directors may from time to time appoint one or more of themselves to the office of managing director or chief executive for such period and on such terms as to remuneration and otherwise as they see fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. Without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company, the appointment of a Director so appointed shall be automatically terminated if he ceases from any cause to be a Director but (without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company), his appointment shall be automatically determined if he ceases from any cause to be a Director.

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29.2 A managing director or chief executive shall receive such remuneration whether by way of salary, commission or participation in the profits, or partly in one way and partly in another, as the Directors may determine.

29.3 The Directors may entrust to and confer upon a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

30 Alternate Directors

30.1 A Director (other than an alternate Director) may appoint any person willing to act, whether or not he is a Director of the Company and who is approved by the majority of the Directors, to be an alternate Director and may remove from office an alternate Director so appointed by him.

30.2 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointer is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointer as a Director in his absence but shall not be entitled to receive any remuneration from the Company for his services as an alternate Director.

30.3 A Director or any other person may act as alternate Director to represent more than one Director, and an alternate Director shall be entitled at meetings of the Directors or any committee of the Directors to one vote for every Director whom he represents (and who is not present) in addition to his own vote (if any) as a Director, but he shall count as only one for the purpose of determining whether a quorum is present.

30.4 An alternate Director may be repaid by the Company such expenses as might properly have been repaid to him if he had been a Director but shall not be entitled to receive any remuneration from the Company in respect of his services as an alternate Director except such part (if any) of the remuneration otherwise payable to his appointer as such appointer may by notice in writing to the Company from time to time direct. An alternate Director shall be entitled to be indemnified by the Company to the same extent as if he were a Director.

30.5 An alternate Director shall cease to be an alternate Director:

(a) if his appointer ceases to be a Director; or

(b) if his appointer revokes his appointment; or

(c) on the happening of any event which, if he were a Director, would cause him to vacate his office as Director; or

(d) if he resigns his office by notice to the Company.

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30.6 Any appointment or revocation by a Director under this Article shall be effected by notice in writing given under his hand to the Secretary or deposited at the Office or in any other manner approved by the Directors.

30.7 Save as otherwise provided in the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him.

31 Secretary

31.1 Subject to the provisions of the Acts the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.

31.2 A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.

32 Company Seal and Authentication of Documents

32.1 The seal shall only be used by the authority of a resolution of the Directors or of a committee of Directors authorised by the Directors in that behalf and every instrument to which the seal shall be affixed shall be signed by at least one Director and the secretary or by at least two Directors or by any other person authorised by the Directors. For the purpose of the preceding sentence only, “secretary” shall have the same meaning as in the Acts and not the meaning given to it by Article 1.1.

32.2 The Company may exercise the powers conferred by section 41 of the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.

32.3 Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate and certify as true copies of and extracts from:

(a) any document comprising or affecting the constitution of the Company;

(b) any resolution passed by the Company, the holders of any class of shares in the capital of the Company, the Directors or any committee of the Directors;

(c) any book, record and document relating to the business of the Company (including without limitation the accounts).

If certified in this way, a document purporting to be a copy of a resolution, or the minutes of or an extract from the minutes of a meeting of the Company, the holders of any class of shares in the capital of the Company, the Directors or a committee of the Directors shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution was duly passed or, that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.

33 Record Dates

Notwithstanding any other provision of these Articles, the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made.

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34 Dividends

34.1 Subject to the provisions of the Acts, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Directors.

34.2 Subject to the provisions of the Acts, the Directors may pay interim dividends or effect distributions of specific assets to members if it appears to them that such interim dividends or distributions are justified by the profits of the Company available for distribution. In paying such interim dividends the Directors may satisfy such payment wholly or partly by the distribution of specific assets and in particular, but without limitation, of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways, and shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payment shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors. If the share capital is divided into different classes, the Directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

34.3 No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part IV of the 1983 Act which apply to the Company.

34.4 The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may lawfully determine. The Directors may also, without placing the same to reserve, carry forward any profits which they way think it prudent not to divide.

34.5 Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

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34.6 The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

34.7 Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular, but without limitation, of paid up shares, debentures or debenture stock of any other Company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

34.8 Any dividend, interest or other moneys payable in cash in respect of any shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder, or, where there are joint holders, to the registered address of that one of the joint holders who is first named on the register or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable in respect of the shares held by them as joint holders.

34.9 No dividend shall bear interest against the Company unless otherwise provided by the rights attached to the share.

34.10 Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company.

35 Accounts

35.1 The Directors shall cause proper books of account to be kept relating to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the Company; and

(c) the assets and liabilities of the Company.

35.2 Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

35.3 The books of account shall be kept at the Office or, subject to compliance with the Acts, at such other place as the Directors think fit, and shall at all reasonable times be open to the inspection of the Directors.

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35.4 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members, not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in general meeting.

35.5 The Directors shall from time to time, in accordance with the Acts cause to be prepared and to be laid before the annual general meeting of the Company such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before the annual general meeting of the Company.

35.6 A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and auditors’ report shall, not less than 21 days before the date of the annual general meeting be sent to every person entitled under the provisions of the Act to receive them.

36 Capitalisation of Profits

36.1 Subject to the provisions of the Acts the Directors may with the authority of an ordinary resolution of the Company:

(a) subject as hereinafter provided, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;

(b) appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other; but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this regulation, only be applied in paying up unissued shares to be allotted to members credited as fully paid;

(c) make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this regulation in fractions; and

(d) authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members.

32

37 Auditors

37.1 Auditors shall be appointed and their duties regulated in accordance with the provisions of the Acts.

37.2 Subject to the provisions of the Acts, all acts done by any person acting as an auditors shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.

38 Notices

38.1 Any notice to be sent to or by any person pursuant to these Articles (other than a notice calling a meeting of the Directors) shall be in writing to such address (if any) for the time being notified for that purpose to the person giving the notice by or on behalf of the person to whom the notice is sent.

38.2 The Company shall send any notice or other document pursuant to these Articles to a member by whichever of the following methods it may in its absolute discretion determine:

(a) personally; or

(b) by posting the notice or other document in a prepaid envelope addressed, in the case of a member, to his registered address, or in any other case, to the person’s usual address; or

(c) by leaving the notice or other document at that address; or

(d) by any other method approved by the Directors.

38.3 Unless otherwise provided by these Articles, a member or a person entitled to a share in consequence of the death or bankruptcy of a member shall send any notice or other document pursuant to these Articles to the Company by whichever of the following methods he may in his absolute discretion determine:

(a) by posting the notice or other document in a prepaid envelope addressed to the Office; or

(b) by leaving the notice or other document at the Office.

38.4 A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called.

38.5 Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been duly given to a person from whom he derives his title.

38.6 In the case of joint holders of a share, all notices or other documents shall be sent to the joint holder whose name stands first in the register in respect of the joint holding. Any notice or other document so sent shall be deemed for all purposes sent to all the joint holders.

33

38.7 A member whose registered address is not within Ireland and who gives to the Company an address within Ireland at which a notice or other document may be sent to him by instrument shall be entitled to have notices or other documents sent to him at that address but otherwise:

(a) no such member shall be entitled to receive any notice or other document from the Company; and

(b) without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meetings.

38.8 Proof that an envelope containing a notice or other document was properly addressed, prepaid and posted shall be conclusive evidence that the notice or document was sent. A notice or other document sent by post shall be deemed sent:

(a) if sent by registered post from an address in Ireland to another address in Ireland, or by a postal service similar to registered post from an address in another country to another address in that other country, on the day following that on which the envelope containing it was posted;

(b) if sent by airmail from an address in Ireland to an address outside Ireland, or from an address in another country to an address outside that country (including without limitation an address in Ireland), on the third day following that on which the envelope containing it was posted; and

(c) in any other case, on the second day following that on which the envelope containing it was posted.

38.9 A notice or other document may be sent by the Company to the person or persons entitled to a share in consequence of the death or bankruptcy of a member by sending, in any manner the Company may choose authorised by these Articles for the sending of a notice or other document to a member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address, if any, within Ireland as may be supplied for that purpose by and on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a notice or other document may be sent in any manner in which it might have been sent if the death or bankruptcy had not occurred.

39 Winding Up

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Acts, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he with the like sanction determines, but no member shall be compelled to accept any assets upon which there is a liability.

34

40 Indemnity

Subject to the provisions of the Acts but without prejudice to any indemnity to which a Director may otherwise be entitled, the Company, may at its discretion, provide that any Director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

35

Name, Address and Description of Subscribers

p.p. Mark Ward

Goodbody Subscriber One Limited

IFSC

NorthWall Quay

Dublin 1

Limited Liability Company

Dated 04.12.12.

Witness to the above signature: Stephen Quinliven

36

EX-3.25

Exhibit 3.25

EX-3.26

Exhibit 3.26

COMPANIES ACTS, 1963 to 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM

and

ARTICLES OF ASSOCIATION

of

ANVILIRE ONE

(as amended by special resolution dated 29 March 2013)

COMPANIES ACTS, 1963 to 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

of

ANVILIRE ONE

(as amended by special resolution dated 29 March 2013)

1 The name of the Company is Anvilire One.

2 The objects for which the Company is established are:

2.1 To carry on business of an investment and holding company, to establish, carry on, develop and extend investments and holdings; to carry on the business of acquiring, novating, investing in, entering into, managing financial assets or instruments.

2.2 To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

2.3 To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

2.4 To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company or carrying on any business capable of being carried on so as, directly or indirectly, to benefit this Company.

2.5 To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

2.6 To acquire and undertake the whole or any part of the business, property, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on, or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company.

2.7 To employ the funds of the Company in the development and expansion of the business of the Company and all or any of its subsidiary or associated companies and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or any of its subsidiary or associated companies or of any other industry ancillary thereto or which can conveniently be carried on in connection therewith.

2.8 To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

2.9 To borrow or otherwise raise money or carry out any other means of financing, whether or not by the issue of stock or other securities, and to enter into or issue interest and currency hedging and swap agreements, forward rate agreements, interest and currency futures or options and other forms of financial instruments, and to purchase, redeem or pay off any of the foregoing.

2.10 To secure the payment of money or other performance of financial obligations in such manner as the Company shall think fit, whether or not by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, present or future, including its uncalled capital.

2.11 To adopt such means of making known the Company and its products and services as may seem expedient.

2.12 To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

2.13 To acquire and carry on any business carried on by a subsidiary or a holding Company of the Company or another subsidiary of a holding company of the Company.

2.14 To provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind.

2.15 To guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the contracts or obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act, 1963, or another subsidiary as defined by the said section of the Company’s holding company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect from entering into such guarantee or other arrangement or transaction contemplated herein.

2.16 To amalgamate with any other company.

2.17 To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

2.18 To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

2.19 To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

2.20 To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

2.21 To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

2.22 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

2.23 To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

2.24 To procure the Company to be registered or recognised in any country or place.

2.25 To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

2.26 To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

2.27 To distribute any of the property of the Company in specie among the members.

2.28 To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no way limited or restricted by reference to, or inference from, the terms of any other paragraph.

NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) will be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers	Number of shares taken by each Subscriber
Goodbody Subscriber One Limited IFSC	One
North Wall Quay Dublin 1
Limited Liability Company
Total Number of Shares Taken:	One
Dated
	Name
Witness to the above signatures:
	Address

COMPANIES ACTS, 1963 to 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

of

ANVILIRE ONE

(as adopted by special resolution dated 29 March 2013)

COMPANIES ACTS, 1963 TO 2012

A PRIVATE UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

ANVILIRE ONE

(as adopted by special resolution dated 29 March 2013)

CONTENTS

		Page No
1	Interpretation		10
2	Private Company		11
3	Share Capital		12
4	Variation of Rights		12
5	Alteration of Share Capital		12
6	Redemption of Shares		13
7	Commissions		13
8	Trusts Not Recognised		13
9	Allotment of Shares		13
10	Share Certificates		14
11	Lien		14
12	Calls on Shares		15
13	Forfeiture of Shares		15
14	Financial Assistance		16
15	Transfer of Shares		16
16	Transmission of Shares		17
17	General Meetings		17
18	Notice of General Meetings		18
19	Proceedings at General Meetings		18
20	Members Resolutions in Writing		20
21	Votes of Members		21
22	Directors		22
23	Borrowing Powers		23
24	Powers and Duties of Directors		23
25	Disqualification of Directors		25
26	Rotation of Directors		25
27	Proceedings of Directors		26
28	Directors’ Resolutions in Writing		27

29	Managing Director or Chief Executive	27
30	Alternate Directors	28
31	Secretary	29
32	Company Seal and Authentication of Documents	29
33	Record Dates	29
34	Dividends	30
35	Accounts	31
36	Capitalisation of Profits	32
37	Auditors	33
38	Notices	33
39	Winding Up	34
40	Indemnity	35

1 Interpretation

1.1 The regulations in Part III of Table E in the First Schedule of the Companies Act 1963 do not apply to the Company.

1.2 In these Articles:

the “1983 Act” means the Companies (Amendment) Act 1983;

the “1990 Act” means the Companies Act 1990;

the “Act” means the Companies Act 1963 and every statutory modification or re-enactment thereof for the time being in force;

the “Acts” means the Companies Acts 1963 to 2012;

“Articles” means these articles of association, as amended from time to time;

“Auditors” means the auditors of the Company from time to time;

“Clear Days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

“Company” means Anvilire One;

“Director” means a director of the Company and the “Directors” means the Directors or any of them acting as the board of Directors of the Company;

“dividend” means dividend or bonus;

the “holder” in relation to shares means the member whose name is entered in the register of members as the holder of the shares;

“Office” means the registered office of the Company;

“paid” means paid or credited as paid;

“seal” means the common seal of the Company and includes any official seal kept by the Company by virtue of Section 41 of the Act; and

“Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

1.3 In these Articles:

(a) Words denoting the singular number include the plural number and vice versa, words denoting a gender include each gender and words denoting persons include corporations;

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(b) Words or expressions contained in these Articles which are not defined in these Articles but are defined in the Acts have the same meaning as in the Acts (but excluding any modification of the Acts not in force at the date of adoption of these Articles) unless inconsistent with the subject or context;

(c) any reference to any statute, statutory provision or to any order or regulation shall be construed as a reference to the statute, provision, order or regulation as extended, modified, amended, replaced or re-enacted from time to time (whether before or after the date of adoption of these Articles) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom (whether before or after the date of adoption of these Articles);

(d) headings are inserted for convenience only and do not affect the construction of these Articles;

(e) any reference to a “person” shall be construed as a reference to any individual, firm, company, corporation, undertaking, government, state or agency of a state or any association or partnership (whether or not having separately good personality);

(f) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them and except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power; and

(g) references to “writing” mean the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, and “written” shall be construed accordingly.

2 Private Company

2.1 The Company is a private company within the meaning of the Acts, and accordingly:

(a) the right to transfer shares is restricted in the manner hereinafter prescribed;

(b) the number of members of the Company (exclusive of persons who are in the employment of the Company and of persons who, having been formerly in the employment of the Company, were, while in that employment, and have continued after the termination of that employment to be, members of the Company) with which the Company proposes to be registered is two, but the Directors may from time to time, subject to the Articles hereinafter expressed, register an increase of members;

(c) any invitation to the public to subscribe for any shares, debentures or other securities of the Company is prohibited; and

(d) the Company shall not have power to issue share warrants to bearer.

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3 Share Capital

3.1 The share capital of the Company is US$1,000,000 divided into 1,000,000 shares of US$1.00 each. All shares rank pari passu in all respects and carry the right to receive notice of or attend, speak and vote at general meetings.

3.2 Subject to the provisions of the Acts and without prejudice to any rights attached to any existing shares, any share may be issued with such preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may from time to time by special resolution determine.

3.3 Subject to the provisions of the Acts, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the Company or the holder on such terms and in such manner as may be provided by the Articles. Subject as aforesaid, the Company may cancel any shares if so redeemed or may hold them as treasury shares and re-issue any such treasury shares as share of any class or classes.

4 Variation of Rights

4.1 If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Acts, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of three fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class but not otherwise.

4.2 The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

4.3 To every such separate general meeting held pursuant to Article 4.1 all the provisions of these Articles relating to general meetings of the Company shall apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of that class (but so that if at any adjourned meeting of such members a quorum as above defined is not present those members who are present shall be a quorum). Any holder of the shares of the class present in person or by proxy may demand a poll each such person shall upon such poll have one vote in respect of every share of the class held by him respectively.

5 Alteration of Share Capital

5.1 The Company may from time to time by special resolution:

(a) increase the share capital by such sum to be divided into shares of such amount, as the resolution may prescribe;

(b) consolidate its shares into shares of a larger amount than its existing shares;

(c) subdivide its shares into shares of a smaller amount than its existing shares;

(d) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled; and

12

(e) reduce its share capital in any way.

5.2 Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the Directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Acts, the Company) and distribute the net proceeds of sale in due proportion among those members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

6 Redemption of Shares

Without prejudice to the generality of Article 5.1, the Company will be at liberty at any time to give notice in writing to any holder of any shares of its desire to redeem the same or any of them for a consideration equivalent in value to the par value of the shares or such greater value as may be agreed between the Company and such holders. The Company may at its option satisfy the consideration for such shares by a transfer in specie to the holder of such shares of property or assets of the Company. Upon the satisfaction of the consideration for such shares the holder’s name shall be removed from the register as a holder of the shares specified in the notice or where the Company is redeeming only part of a holder’s shareholding the register shall be amended to reflect the revised shareholding.

7 Commissions

The Company may exercise the powers of paying commissions conferred by the Acts. Subject to the provisions of the Acts, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

8 Trusts Not Recognised

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and (except as otherwise provided by the Articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right to the entirety thereof in the holder. This shall not preclude the Company from requiring the members or a transferee of shares to furnish the Company with information as to the beneficial ownership of any share when such information is reasonably required by the Company.

9 Allotment of Shares

9.1 The Directors are hereby generally and unconditionally authorised pursuant to Section 20 of the 1983 Act to allot relevant securities (as defined for this purpose by Section 20(10) of the 1983 Act) up to an aggregate nominal amount equal to the authorised but as yet unissued share capital of the Company at the date of adoption of these Articles for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) five years after the date of adoption of these Articles. The Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after that expiry and the Directors may allot relevant securities in pursuance of that offer or agreement as if that authority had not expired.

13

9.2 The pre-emption provisions in section 23(1) of the 1983 Act shall not apply to any allotment of the Company’s equity securities.

9.3 Subject to any resolution of the Company in general meeting:

(a) all unissued shares for the time being in the capital of the Company (whether forming part of the original or any increased share capital) shall be at the disposal of the Directors; and

(b) the Directors may allot (with or without conferring a right of renunciation), grant options over, or otherwise dispose of them to such persons on such terms and conditions and at such times as they think fit.

10 Share Certificates

10.1 Every member, upon becoming the holder of any shares, shall be entitled without payment to receive within two months after allotment or lodgement of a duly stamped transfer (or within such other period as the conditions of issue shall provide) one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine. Every certificate shall be executed under seal in accordance with these Articles and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

10.2 If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.

11 Lien

11.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether immediately payable or not) payable at a fixed time or called in respect of that share. The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to all dividends payable thereon.

11.2 The Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 Clear Days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.

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11.3 To give effect to a sale the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

11.4 The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is immediately payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not immediately payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

12 Calls on Shares

12.1 Subject to the terms of allotment, the Directors may make calls upon the members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to receiving at least 14 Clear Days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.

12.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

12.3 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

12.4 If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Acts) but the Directors may waive payment of the interest wholly or in part.

12.5 An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

12.6 Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares.

13 Forfeiture of Shares

13.1 If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than 14 Clear Days’ notice requiring payment of the amount unpaid together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

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13.2 If the notice is not complied with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture.

13.3 Subject to the provisions of the Acts, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person and at any time before sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the share to that person.

13.4 A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at the appropriate rate (as defined in the Acts) from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

13.5 A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share.

14 Financial Assistance

The Company may give any form of financial assistance which is permitted by the Acts for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or in the Company’s holding company.

15 Transfer of Shares

15.1 The instrument of transfer of a share may be in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the transferor and on behalf of the transferee.

15.2 The Directors may, in their absolute discretion and without giving any reason, refuse to register the transfer of a share to any person, whether or not it is fully paid or a share on which the Company has a lien.

15.3 If the Directors refuse to register a transfer of a share, they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.

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15.4 The registration of transfers of shares or of transfers of any class of shares may be suspended at such times and for such periods (not exceeding thirty days in any year) as the Directors may determine.

15.5 No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

15.6 The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

16 Transmission of Shares

16.1 If a member dies the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.

16.2 A person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred.

16.3 A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.

17 General Meetings

17.1 Annual general meetings of the Company shall be held in the State unless in respect of any particular such meeting either:

(a) all the members entitled to attend and vote at such meetings consent in writing to its being held elsewhere; or

(b) a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting.

17.2 The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next.

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17.3 So long as the Company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the year following. Subject to Article 17.1, the annual general meeting shall be held at such time and place as the Directors shall appoint.

17.4 All general meetings other than annual general meetings shall be called extraordinary general meetings.

17.5 The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default, may be convened by such requisitions, as provided by Section 132 of the Act.

17.6 Where for any purpose an ordinary resolution of the Company is required a special resolution shall also be effective.

18 Notice of General Meetings

18.1 An annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least 21 Clear Days’ notice. All other extraordinary general meetings shall be called by at least 7 Clear Days’ notice but a general meeting may be called by shorter notice if it is so agreed:

(a) in the case of an annual general meeting, by the auditors and all the members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote being a majority together holding not less than 90% in nominal value of the shares giving that right.

18.2 Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective unless (except when the Directors have resolved to submit it) notice of the intention to move it has been given to the Company not less than 28 Clear Days (or such other period as the Acts permit) before the meeting at which it is to be moved, and the Company shall give to the members notice of any such resolutions as required by and in accordance with the provisions of the Acts.

18.3 The notice shall specify the time and place of the meeting and in the case of special business the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

18.4 Subject to the provisions of the Articles and to any restrictions imposed on any shares, the notice shall be given to all the members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the auditors.

18.5 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

19 Proceedings at General Meetings

19.1 All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of

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declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Directors and Auditors, the election of Directors in the place of those retiring, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

19.2 No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum provided that, in circumstances where there is only one member of the Company, the quorum for a general meeting shall for all purposes be that member so present.

19.3 If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting if convened upon the requisition of members shall be dissolved, in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present, within half an hour from the time appointed for the meeting, the member(s) present shall be a quorum.

19.4 The chairman, if any, of the board of Directors or in his absence some other Director nominated by the Directors shall preside as chairman of the meeting, but if neither the chairman nor such other Director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman.

19.5 If no Director is willing to act as chairman, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.

19.6 A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company.

19.7 The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.

19.8 A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Acts, a poll may be demanded:

(a) by the chairman; or

(b) by at least two members present in person or by proxy having the right to vote at the meeting; or

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(c) by a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

(d) by a member or members holding shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right;

and a demand by a person as proxy for a member shall be the same as a demand by the member.

19.9 Unless a poll is demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

19.10 The demand for a poll may, before the poll is taken, be withdrawn and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

19.11 A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

19.12 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.

19.13 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

19.14 No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least 7 Clear Days’ notice shall be given specifying the time and place at which the poll is to be taken.

20 Members Resolutions in Writing

A resolution in writing executed by or on behalf of each member who would have been entitled to vote on it if it had been proposed at a general meeting at which he was present shall be as effective as if it had been passed at a general meeting properly convened and held. Such a resolution may consist of several instruments each executed in such manner as the Directors may approve by or on behalf of one or more of the members, or a combination of both.

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21 Votes of Members

21.1 Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person and every proxy, shall have one vote and on a poll every member shall have one vote for each share of which he is the holder.

21.2 Where there are joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members.

21.3 A member of unsound mind or in respect of whom an order has been made by any court having jurisdiction (whether in Ireland or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person authorised in that behalf appointed by that court, and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in accordance with the Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

21.4 No member shall vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all moneys immediately payable by him in respect of that share have been paid.

21.5 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

21.6 Votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

21.7 The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a body corporate either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member and a member may appoint more than one proxy.

21.8 The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office or at such other place within the State as is specified for that purpose in the notice convening the meeting, before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll before the time appointed for the taking of the poll, and, in default, the instrument of proxy shall not be treated as valid.

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21.9 An instrument appointing a proxy shall be in the following form or in any other form which the Directors may accept:

“[—]

I / We                     of

being a member / members of the above-named Company hereby appoint [—] of [—], or failing him [—] of [—] as my / our proxy to exercise the voting rights attached to [all / [—]] of the shares in the Company held by me / us on my / our behalf at the (annual or extraordinary, as the case may be) general meeting of the Company to be held on [—] and at any adjournment thereof

Signed [—] (Date)

This form is to be used *in favour of / against the resolution.

Unless otherwise instructed, the proxy will vote as he thinks fit.

*strike out whichever is not desired.”

21.10 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

21.11 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed or the transfer of the share in respect of which the proxy is given, if no intimation in writing of such death, insanity, revocation or transfer as aforesaid is received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

21.12 Any body corporate which is a member of the Company may, by resolution of its Directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company.

22 Directors

22.1 Unless otherwise determined by ordinary resolution, the number of Directors (other than alternate Directors) shall be not less than two and shall not be more than ten. The first Directors of the Company shall be deemed to have been appointed pursuant to Section 3(5) of the Companies (Amendment) Act 1982.

22.2 The Directors shall be entitled to such remuneration as the Company may by ordinary resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day. The Directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

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22.3 No Director shall be required to hold a share qualification but each Director shall nevertheless be entitled to receive notice of and to attend and speak at every general meeting of the Company.

22.4 A Director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company unless the Company otherwise directs.

23 Borrowing Powers

The Directors may exercise all of the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as a security for any debt, liability or obligations of the Company or any third party without any limitation as to amount.

24 Powers and Duties of Directors

24.1 Subject to the provisions of the Acts, the memorandum and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given.

24.2 The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they think fit, and any such power of attorney may contain such provisions for the protection for persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

24.3 The Directors may exercise the voting power conferred by the shares in any body corporate held or owned by the Company in such manner in all respects as they think fit (including without limitation the exercise of that power in favour of any resolution appointing its members or any of them Directors of such body corporate, or voting or providing for the payment of remuneration to the Directors of such body corporate).

24.4 A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors in accordance with Section 194 of the Act.

24.5 A Director may vote in respect of any contract, appointment or arrangement in which he is interested and he shall be counted in the quorum present at the meeting.

24.6 A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office as Director for such period and on such

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terms as to remuneration and otherwise as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established.

24.7 A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged, and he may vote on any such appointment or arrangement other than his own appointment or the arrangement of the terms thereof.

24.8 Any Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director, but nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

24.9 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts from monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall from time to time by resolution determine.

24.10 The Directors shall cause minutes to be made in books provided for the purpose:

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

(c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.

24.11 The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

24.12 Without prejudice to the provisions of Article 24.11, the Directors may exercise all the powers of the Company to purchase and maintain insurance for or for the benefit of any person who is or was:

(a) a Director, other officer, employee or auditor of the Company, or any body which is or was the holding company or subsidiary undertaking of the Company, or in which the Company or such holding company or subsidiary undertaking has or had any interest (whether direct or indirect) or with which the Company or such holding company or subsidiary undertaking is or was in any way allied or associated; or

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(b) a trustee of any pension fund in which employees of the Company or any other body referred to in Article 24.12(a) is or has been interested,

(c) including without limitation insurance against any liability incurred by such person in respect of any act or omission in the actual or purported execution or discharge of his duties or in the exercise or purported exercise of his powers or otherwise in relation to his duties, powers or offices in relation to the relevant body or fund.

25 Disqualification of Directors

The office of a Director shall be vacated if:

(a) he ceases to be a Director by virtue of any provision of the Acts or he becomes prohibited by law from being a director; or

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) in the opinion of the board of Directors becomes incapable by reason of mental illness (as defined in the Mental Health Act 2001) of discharging his duties as Director; or

(d) he resigns his office by notice in writing served on the Company or if he resigns his office by spoken declaration at any board meeting and such resignation is accepted by resolution of that meeting, in which case such resignation shall take effect at the conclusion of such meeting; or

(e) he is convicted of an indictable offence unless the Directors otherwise determine; or

(f) he shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated.

26 Rotation of Directors

26.1 The Directors shall not retire by rotation.

26.2 The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles.

26.3 The Members of the Company shall, by ordinary resolution, have the power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles.

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27 Proceedings of Directors

27.1 The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. Where there is an equality of votes, the chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director who, being resident in the State, is for the time being absent from the State.

27.2 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two.

27.3 The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose.

27.4 The Directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected, or, if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

27.5 The Directors may delegate any of their powers to any committee consisting of two or more Directors. The Directors may also delegate to any Director holding any executive office such of their powers as the Directors consider desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate all or any of the powers delegated to two or more Directors (whether or not acting as a committee) or to any employee or agent of the Company. Any such delegation may be made subject to such conditions as the Directors may specify, and may be revoked or altered. Subject to any conditions imposed by the Directors, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of Directors so far as they are capable of applying.

27.6 A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

27.7 A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and where there is an equality of votes, the chairman shall have a second or casting vote.

27.8 All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

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27.9 For the purposes of these Articles, the contemporaneous linking together by telephone or other means of audio communication of a number of Directors shall be deemed to constitute a meeting of the Directors, and all the provisions in these Articles as to meetings of the Directors shall apply to such meetings provided that:-

(a) each of the Directors taking part in the meeting is able to speak, be heard and to hear each of the other Directors taking part;

(b) at the commencement of the meeting each Director acknowledges his presence and that he accepts that the conversation shall be deemed to be a meeting of the Directors; and

(c) a Director may not cease to take part in the meeting by disconnecting his telephone or other means of communication unless he has previously obtained the express consent of the chairman of the meeting, and a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting unless he has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid.

A minute of the proceedings at such meeting by telephone or other means of communication shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the chairman of the meeting.

28 Directors’ Resolutions in Writing

28.1 A resolution in writing executed by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held. For this purpose:

(a) a resolution may be by means of an instrument sent to such address (if any) for the time being notified by the Company for that purpose;

(b) a resolution may consist of several instruments, each executed by one or more Directors;

(c) a resolution executed by an alternate Director need not also be executed by his appointer; and

(d) a resolution executed by a Director who has appointed an alternate Director need not also be executed by the alternate Director in that capacity.

29 Managing Director or Chief Executive

29.1 The Directors may from time to time appoint one or more of themselves to the office of managing director or chief executive for such period and on such terms as to remuneration and otherwise as they see fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. Without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company, the appointment of a Director so appointed shall be automatically terminated if he ceases from any cause to be a Director but (without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company), his appointment shall be automatically determined if he ceases from any cause to be a Director.

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29.2 A managing director or chief executive shall receive such remuneration whether by way of salary, commission or participation in the profits, or partly in one way and partly in another, as the Directors may determine.

29.3 The Directors may entrust to and confer upon a managing director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

30 Alternate Directors

30.1 A Director (other than an alternate Director) may appoint any person willing to act, whether or not he is a Director of the Company and who is approved by the majority of the Directors, to be an alternate Director and may remove from office an alternate Director so appointed by him.

30.2 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointer is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointer as a Director in his absence but shall not be entitled to receive any remuneration from the Company for his services as an alternate Director.

30.3 A Director or any other person may act as alternate Director to represent more than one Director, and an alternate Director shall be entitled at meetings of the Directors or any committee of the Directors to one vote for every Director whom he represents (and who is not present) in addition to his own vote (if any) as a Director, but he shall count as only one for the purpose of determining whether a quorum is present.

30.4 An alternate Director may be repaid by the Company such expenses as might properly have been repaid to him if he had been a Director but shall not be entitled to receive any remuneration from the Company in respect of his services as an alternate Director except such part (if any) of the remuneration otherwise payable to his appointer as such appointer may by notice in writing to the Company from time to time direct. An alternate Director shall be entitled to be indemnified by the Company to the same extent as if he were a Director.

30.5 An alternate Director shall cease to be an alternate Director:

(a) if his appointer ceases to be a Director; or

(b) if his appointer revokes his appointment; or

(c) on the happening of any event which, if he were a Director, would cause him to vacate his office as Director; or

(d) if he resigns his office by notice to the Company.

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30.6 Any appointment or revocation by a Director under this Article shall be effected by notice in writing given under his hand to the Secretary or deposited at the Office or in any other manner approved by the Directors.

30.7 Save as otherwise provided in the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him.

31 Secretary

31.1 Subject to the provisions of the Acts the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.

31.2 A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.

32 Company Seal and Authentication of Documents

32.1 The seal shall only be used by the authority of a resolution of the Directors or of a committee of Directors authorised by the Directors in that behalf and every instrument to which the seal shall be affixed shall be signed by at least one Director and the secretary or by at least two Directors or by any other person authorised by the Directors. For the purpose of the preceding sentence only, “secretary” shall have the same meaning as in the Acts and not the meaning given to it by Article 1.1.

32.2 The Company may exercise the powers conferred by section 41 of the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.

32.3 Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate and certify as true copies of and extracts from:

(a) any document comprising or affecting the constitution of the Company;

(b) any resolution passed by the Company, the holders of any class of shares in the capital of the Company, the Directors or any committee of the Directors;

(c) any book, record and document relating to the business of the Company (including without limitation the accounts).

If certified in this way, a document purporting to be a copy of a resolution, or the minutes of or an extract from the minutes of a meeting of the Company, the holders of any class of shares in the capital of the Company, the Directors or a committee of the Directors shall be conclusive evidence in favour of all persons dealing with the Company in reliance on it or them that the resolution was duly passed or, that the minutes are, or the extract from the minutes is, a true and accurate record of proceedings at a duly constituted meeting.

33 Record Dates

Notwithstanding any other provision of these Articles, the Company or the Directors may fix any date as the record date for any dividend, distribution, allotment or issue, which may be on or at any time before or after any date on which the dividend, distribution, allotment or issue is declared, paid or made.

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34 Dividends

34.1 Subject to the provisions of the Acts, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Directors.

34.2 Subject to the provisions of the Acts, the Directors may pay interim dividends or effect distributions of specific assets to members if it appears to them that such interim dividends or distributions are justified by the profits of the Company available for distribution. In paying such interim dividends the Directors may satisfy such payment wholly or partly by the distribution of specific assets and in particular, but without limitation, of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways, and shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payment shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors. If the share capital is divided into different classes, the Directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

34.3 No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of Part IV of the 1983 Act which apply to the Company.

34.4 The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may lawfully determine. The Directors may also, without placing the same to reserve, carry forward any profits which they way think it prudent not to divide.

34.5 Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but no amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this Article as paid on the share. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

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34.6 The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

34.7 Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular, but without limitation, of paid up shares, debentures or debenture stock of any other Company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

34.8 Any dividend, interest or other moneys payable in cash in respect of any shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder, or, where there are joint holders, to the registered address of that one of the joint holders who is first named on the register or to such person and to such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable in respect of the shares held by them as joint holders.

34.9 No dividend shall bear interest against the Company unless otherwise provided by the rights attached to the share.

34.10 Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company.

35 Accounts

35.1 The Directors shall cause proper books of account to be kept relating to:

(a) all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the Company; and

(c) the assets and liabilities of the Company.

35.2 Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

35.3 The books of account shall be kept at the Office or, subject to compliance with the Acts, at such other place as the Directors think fit, and shall at all reasonable times be open to the inspection of the Directors.

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35.4 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members, not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in general meeting.

35.5 The Directors shall from time to time, in accordance with the Acts cause to be prepared and to be laid before the annual general meeting of the Company such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before the annual general meeting of the Company.

35.6 A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and auditors’ report shall, not less than 21 days before the date of the annual general meeting be sent to every person entitled under the provisions of the Act to receive them.

36 Capitalisation of Profits

36.1 Subject to the provisions of the Acts the Directors may with the authority of an ordinary resolution of the Company:

(a) subject as hereinafter provided, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;

(b) appropriate the sum resolved to be capitalised to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other; but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this regulation, only be applied in paying up unissued shares to be allotted to members credited as fully paid;

(c) make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this regulation in fractions; and

(d) authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalisation, any agreement made under such authority being binding on all such members.

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37 Auditors

37.1 Auditors shall be appointed and their duties regulated in accordance with the provisions of the Acts.

37.2 Subject to the provisions of the Acts, all acts done by any person acting as an auditors shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment.

38 Notices

38.1 Any notice to be sent to or by any person pursuant to these Articles (other than a notice calling a meeting of the Directors) shall be in writing to such address (if any) for the time being notified for that purpose to the person giving the notice by or on behalf of the person to whom the notice is sent.

38.2 The Company shall send any notice or other document pursuant to these Articles to a member by whichever of the following methods it may in its absolute discretion determine:

(a) personally; or

(b) by posting the notice or other document in a prepaid envelope addressed, in the case of a member, to his registered address, or in any other case, to the person’s usual address; or

(c) by leaving the notice or other document at that address; or

(d) by any other method approved by the Directors.

38.3 Unless otherwise provided by these Articles, a member or a person entitled to a share in consequence of the death or bankruptcy of a member shall send any notice or other document pursuant to these Articles to the Company by whichever of the following methods he may in his absolute discretion determine:

(a) by posting the notice or other document in a prepaid envelope addressed to the Office; or

(b) by leaving the notice or other document at the Office.

38.4 A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the capital of the Company shall be deemed to have been sent notice of the meeting and, where requisite, of the purposes for which it was called.

38.5 Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been duly given to a person from whom he derives his title.

38.6 In the case of joint holders of a share, all notices or other documents shall be sent to the joint holder whose name stands first in the register in respect of the joint holding. Any notice or other document so sent shall be deemed for all purposes sent to all the joint holders.

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38.7 A member whose registered address is not within Ireland and who gives to the Company an address within Ireland at which a notice or other document may be sent to him by instrument shall be entitled to have notices or other documents sent to him at that address but otherwise:

(a) no such member shall be entitled to receive any notice or other document from the Company; and

(b) without prejudice to the generality of the foregoing, any notice of a general meeting of the Company which is in fact sent or purports to be sent to such member shall be ignored for the purpose of determining the validity of the proceedings at such general meetings.

38.8 Proof that an envelope containing a notice or other document was properly addressed, prepaid and posted shall be conclusive evidence that the notice or document was sent. A notice or other document sent by post shall be deemed sent:

(a) if sent by registered post from an address in Ireland to another address in Ireland, or by a postal service similar to registered post from an address in another country to another address in that other country, on the day following that on which the envelope containing it was posted;

(b) if sent by airmail from an address in Ireland to an address outside Ireland, or from an address in another country to an address outside that country (including without limitation an address in Ireland), on the third day following that on which the envelope containing it was posted; and

(c) in any other case, on the second day following that on which the envelope containing it was posted.

38.9 A notice or other document may be sent by the Company to the person or persons entitled to a share in consequence of the death or bankruptcy of a member by sending, in any manner the Company may choose authorised by these Articles for the sending of a notice or other document to a member, addressed to them by name, or by the title of representative of the deceased, or trustee of the bankrupt or by any similar description at the address, if any, within Ireland as may be supplied for that purpose by and on behalf of the person or persons claiming to be so entitled. Until such an address has been supplied, a notice or other document may be sent in any manner in which it might have been sent if the death or bankruptcy had not occurred.

39 Winding Up

If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Acts, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he with the like sanction determines, but no member shall be compelled to accept any assets upon which there is a liability.

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40 Indemnity

Subject to the provisions of the Acts but without prejudice to any indemnity to which a Director may otherwise be entitled, the Company, may at its discretion, provide that any Director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

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Name, Address and Description of Subscribers

p.p. David Widger

Goodbody Subscriber One Limited

IFSC

North Wall Quay

Dublin 1

Limited Liability Company

Dated 14.1.13
Witness to the above signature:	Laura Kennedy

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EX-3.27

Exhibit 3.27

iARCHIVES, INC.

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

ARTICLE I

The name of the corporation is iArchives. Inc. (the “Corporation”).

ARTICLE II

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Act.

ARTICLE III

The Corporation is authorized to issue only one class of shares which is common voting stock, and the total number of shares which the Corporation is authorized to issue is ONE THOUSAND (1,000), no par value per share. All voting rights of the Corporation shall be exercised by the holders of the Common Stock, and the holders of the Common Stock of the Corporation shall be entitled to receive the net assets of the Corporation upon dissolution. All shares of the Common Stock shall be fully paid and nonassessable.

ARTICLE IV

The address of the Corporation’s initial registered office shall be:

136 East South Temple, Suite 2100

Salt Lake City, UT 84111-1180

The name of the Corporation’s initial Commercial Registered Agent at such address shall be:

C T Corporation System (Registration No. 7140008-0250)

The acknowledgment of the Corporation’s initial Commercial Registered Agent is attached hereto.

ARTICLE V

The number of directors of the Corporation shall be fixed from time to time by, or in the manner provided in, the bylaws or amendment thereof duly adopted by the Board of Directors or by the shareholders.

ARTICLE VI

Except as otherwise provided in these Articles of Incorporation or the Act, in furtherance and not in limitation of the powers conferred by the Act, the Board of Directors of the Corporation is expressly authorized to make, repeal, alter, amend and rescind any or all of the bylaws of the Corporation.

ARTICLE VII

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director, except liability for (i) the amount of a financial benefit received by a director to which he is not entitled, (ii) an intentional infliction of harm on the Corporation or the shareholders, (iii) a violation of Section 16-10a-842 of the Act for unlawful distributions, or (iv) an intentional violation of criminal law. Any repeal or modification of the foregoing provisions of this Article VIII by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE VIII

To the fullest extent permitted by applicable law, the Corporation shall provide indemnification of, and advancement of expenses to, any director or officer of the Corporation made a party to a proceeding because he is or was a director or officer, against liability incurred in the proceeding if (i) his conduct was in good faith, (ii) he reasonably believed that his conduct was in, or not opposed to, the Corporation’s best interests, and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

To the fullest extent permitted by applicable law, the Corporation is also authorized to provide indemnification of, and advancement of expenses to, agents of the Corporation (and any other persons to whom the Act permits the Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of shareholders or disinterested directors, or otherwise.

Any repeal or modification of any of the foregoing provisions of this Article IX shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such repeal or modification.

ARTICLE IX

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

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EX-3.28

Exhibit 3.28

BYLAWS

OF

iARCHIVES, INC.

ARTICLE 1. OFFICES

Section 1.1. Business Offices. The principal office of iArchives, Inc. (the “Corporation”) shall be located at any place within the State of Utah, as designated in the Corporation’s Articles of Incorporation or the Corporation’s most recent annual report on file with the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Division”) providing such information. The Corporation may have such other offices, either within or outside the State of Utah as the Board of Directors may designate or as the business of the Corporation may require from time to time. The Corporation shall maintain at its principal office a copy of those records specified in Section 2.14 of Article 2 of these Bylaws. (16-10a-102(24))^*

Section 1.2. Registered Office. The registered office of the Corporation required by the Utah Revised Business Corporation Act shall be located within the State of Utah. The address of the registered office may be changed from time to time. (16-10a-501 and 16-10a-502)

ARTICLE 2. SHAREHOLDERS

Section 2.1. Annual Shareholder Meeting. An annual meeting of the shareholders shall be held each year on the date, at the time, and at the place, fixed by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. (16-10a-701)

Section 2.2. Special Shareholder Meetings. Special meetings of the shareholders may be called, for any purposes described in the notice of the meeting, by the Board of Directors or the Chairman of the Board and shall be called by the Chairman of the Board at the request of the holder(s) of not less than one-tenth of all outstanding votes of the Corporation entitled to be cast on any issue at the meeting. (16-10a-702)

Section 2.3. Place of Shareholder Meetings. The Board of Directors may designate any place, either within or outside the State of Utah, as the place for any annual meeting of the shareholders. The Board of Directors or the shareholder(s) authorized by these Bylaws to request a meeting, as the case may be, may designate any place, either within or

* Citations in parentheses are to Utah Code Annotated. These citations are for reference only and shall not constitute a part of these bylaws.

outside the State of Utah, as the place for any special meeting of the shareholders called by such person or group. If no designation is made regarding the place of the meeting, the meeting shall be held at the principal office of the Corporation. (16-10a-701(2) and 16-10a-702(3))

Section 2.4. Notice of Shareholder Meeting.

(a) Required Notice. Written notice stating the place, day, and time of any annual or special shareholder meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the person or group calling the meeting, to each shareholder of record entitled to vote at such meeting, and to any other shareholder entitled by the Utah Revised Business Corporation Act or the Corporation’s Articles of Incorporation to receive notice of the meeting. Written notice shall be deemed to be effective when mailed.

(b) Notice Not Required. Notice shall not be required to be given to any shareholder to whom:

(1) A notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting during the period between the two consecutive annual meetings, have been mailed, addressed to the shareholder at the shareholder’s address as shown on the records of the Corporation, and have been returned undeliverable; or

(2) at least two payments, if sent by first class mail, of dividends or interest on securities during a twelve month period, have been mailed, addressed to the shareholder at the shareholder’s address as shown on the records of the Corporation, and have been returned undeliverable.

If a shareholder to whom notice is not required to be given delivers to the Corporation a written notice setting forth the shareholder’s current address, or if another address for the shareholder is otherwise made known to the Corporation, the requirement that notice be given to the shareholder is reinstated. (16-10a-103 and 16-10a-705)

(c) Adjourned Meeting. If any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. However, if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date for the adjourned meeting is or must be fixed (see Section 2.5 of these Bylaws), then notice must be given pursuant to the requirements of paragraph (a) of this Section 2.4 to shareholders of record who are entitled to vote at the meeting. (16-10a-705(4))

(d) Contents of Notice. Notice of any special meeting of the shareholders shall include a description of the purpose or purposes for which the meeting is called. Except as provided in this paragraph (d) of Section 2.4, in the Articles of Incorporation, or in the Utah Revised Business Corporation Act, notice of an annual meeting of the shareholders need not include a description of the purpose or purposes for which the meeting is called. (16-10a-705(2), (3))

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(e) Waiver of Notice of Meeting. Any shareholder may waive notice of a meeting by a writing signed by the shareholder which is delivered to the Corporation (either before or after the date and time stated in the notice as the date or time when any action will occur or has occurred) for inclusion in the minutes or filing with the Corporation’s records. (16-10a-706)

(f) Effect of Attendance at Meeting. A shareholder’s attendance at a meeting:

(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. (16-10a-706)

Section 2.5. Fixing of Record Date. For the purpose of determining the shareholders of any voting group entitled to notice of or to vote at any meeting of the shareholders, or the shareholders entitled to take action without a meeting or to demand a special meeting, or the shareholders entitled to receive payment of any distribution or dividend, or in order to make a determination of the shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date. Such record date shall not be more than seventy (70) days prior to the date on which the particular action, requiring such determination of the shareholders, is to be taken. If no record date is so fixed by the Board of Directors, the record date shall be at the close of business on the following dates:

(a) Annual and Special Meetings. With respect to an annual meeting of the shareholders or any special meeting of the shareholders called by the Chairman of the Board, the Board of Directors or the shareholder(s) authorized by these Bylaws to request a meeting, the day before the first notice is delivered to shareholders. (16-10a-707(2))

(b) Meeting Demanded by Shareholders. With respect to a special shareholder meeting demanded by the shareholders pursuant to Section 2.2 of these Bylaws or the Utah Revised Business Corporation Act, the earliest date of any of the demands pursuant to which the meeting is called, or sixty (60) days prior to the date the first of the written demands is received by the Corporation, whichever is later. (16-10a-702(l)(b),(2))

(c) Action Without a Meeting. With respect to actions taken in writing without a meeting (pursuant to Section 2.11 of these Bylaws), the date the first shareholder delivers to the Corporation a signed written consent upon which the action is taken. (16-10a-704(6))

(d) Distributions. With respect to a distribution to the shareholders (other than one involving a repurchase or reacquisition of shares), the date the Board of Directors authorizes the distribution. (16-10a-640(2))

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(e) Share Dividend. With respect to the payment of a share dividend, the date the Board of Directors authorizes the share dividend. (16-10a-623(3))

When a determination of the shareholders entitled to vote at any meeting of the shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting. (16-10a-707)

Section 2.6. Shareholder List. The Secretary shall make a complete record of the shareholders entitled to vote at each meeting of shareholders, arranged in alphabetical order within each series, with the address of and the number of shares held by each. If voting groups exist (see Section 2.7 of these Bylaws), the list must be arranged by voting group, and within each voting group by series of shares. The shareholder list must be available for inspection by any shareholder, beginning on the earlier of ten (10) days before the meeting for which the list was prepared or two (2) business days after notice of the meeting is given and continuing through the meeting and any adjournments. The list shall be available at the Corporation’s principal office or at a place identified in the notice of the meeting in the city where the meeting is to be held. A shareholder, his or her agent, or attorney is entitled on written demand to inspect and, subject to the requirements of Section 2.14 of these Bylaws, to inspect and copy the list during regular business hours and during the period it is available for inspection. The Corporation shall maintain the shareholder list in written form or in another form capable of conversion into written form within a reasonable time. (16-10a-720)

Section 2.7. Shareholder Quorum and Voting Requirements.

(a) Quorum. Unless the Articles of Incorporation, a Bylaw adopted by the shareholders pursuant to the Utah Revised Business Corporation Act, or the Utah Revised Business Corporation Act provides otherwise, a simple majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (16-10a-725(l))

(b) Approval of Actions. If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if a simple majority of the votes cast within the voting group favor the action, unless the Articles of Incorporation, a Bylaw adopted by the shareholders pursuant to the Utah Revised Business Corporation Act, or the Utah Revised Business Corporation Act requires a greater number of affirmative votes. (16-10a-725(3))

(c) Single Voting Group. If the Articles of Incorporation or the Utah Revised Business Corporation Act provides for voting by a single voting group on a matter, action on that matter is taken when approved by that voting group. (16-10-726(1))

(d) Voting Groups. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. (16-10a-725(l)) If the Articles of Incorporation or the Utah Revised Business Corporation Act provides for voting by two or more voting groups on a matter, action on that matter is taken only when approved by each of those voting groups counted separately. One voting group may vote on a matter even though another voting group entitled to vote on the matter has not voted. (16-10a-726(2))

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(e) Effect of Representation. Once a share is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting. (16-10a-725(2))

Section 2.8. Proxies. At all meetings of the shareholders, a shareholder may vote in person or by a proxy executed in any lawful manner. Such proxy shall be filed with the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. (16-10a-722)

Section 2.9. Voting of Shares.

(a) Votes per Share. Unless otherwise provided in the Articles of Incorporation, each outstanding share entitled to vote shall be entitled to one vote, and each fractional share shall be entitled to a corresponding fractional vote, upon each matter submitted to a vote at a meeting of shareholders. (16-10a-721(1))

(b) Restriction on Shares Held by Controlled Corporation. Except as provided by specific court order, no shares of the Corporation held by another corporation, if a simple majority of the shares entitled to vote for the election of directors of such other corporation are held by the Corporation, shall be voted at any meeting of the Corporation or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. However, the power of the Corporation to vote any shares, including its own shares, held by it in a fiduciary capacity is not hereby limited. (16-10a-721(2), (3))

(c) Redeemable Shares. Redeemable shares are not entitled to be voted after notice of redemption is mailed to the holders thereof and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. (16-10a-721(4))

Section 2.10. Corporation’s Acceptance of Votes.

(a) Corresponding Name. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the Corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and give it effect as the act of the shareholder. (16-10a-724(1))

(b) Name does not Correspond. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation does not correspond to the name of a shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and give it effect as the act of the shareholder if:

(1) The shareholder is an entity as defined in the Utah Revised Business Corporation Act and the name signed purports to be that of an officer or agent of the entity;

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(2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(5) two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the cotenants or fiduciaries and the person signing appears to be acting on behalf of all the cotenants or fiduciaries; or

(6) the acceptance of the vote, consent, waiver, proxy appointment, or proxy appointment revocation is otherwise proper under rules established by the Corporation that are not inconsistent with the provisions of this Section 2.10. (16-10a-724(2))

(c) Shares owned by Two or More Persons. If shares of the Corporation are registered in the names of two or more persons, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and furnished with a copy of the instrument creating the relationship, their acts with respect to voting shall have the following effect:

(1) If only one votes, the act binds all;

(2) if more than one vote, the act of the simple majority so voting binds all;

(3) if more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately; and

(4) if the instrument so filed or the registration of the shares shows that any tenancy is held in unequal interests, a majority or even split for the purpose of this Section 2.10 shall be a majority or even split in interest. (16-10a-724(3))

(d) Rejection. The Corporation is entitled to reject a vote, consent, waiver, proxy appointment, or proxy appointment revocation if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder. (16-10a-724(4))

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(e) No Liability. The Corporation and its officer or agent who accepts or rejects a vote, consent, waiver, proxy appointment, or proxy appointment revocation in good faith and in accordance with the standards of this Section 2.10 are not liable in damages to the shareholder for the consequences of the acceptance or rejection. (16-10a-724(5))

(f) Validity. Corporate action based on the acceptance or rejection of a vote, consent, waiver, proxy appointment, or proxy appointment revocation under this Section 2.10 is valid unless a court of competent jurisdiction determines otherwise. (16-10a-724(6))

Section 2.11. Informal Action by Shareholders.

(a) Written Consent. Unless otherwise provided in the Articles of Incorporation, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if one or more consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. (16-10a-704(l))

(b) Notice Requirements. Unless written consents of all shareholders entitled to vote have been obtained, the Corporation shall give notice of any shareholder approval without a meeting at least ten (10) days before the consummation of the action authorized by the approval to:

(1) Those shareholders entitled to vote who have not consented in writing; and

(2) those shareholders not entitled to vote and to whom the Utah Revised Business Corporation Act requires notice be given.

Such notice shall contain or be accompanied by the same material that would have been required if a formal meeting had been called to consider the action. (16-10a-704(2))

(c) Revocation. Any shareholder giving a written consent, or the shareholders’ proxyholder, or a transferee of the shares or a personal representative of the shareholder or their respective proxyholder, may revoke the consent by a signed writing describing the action and stating that the shareholder’s prior consent is revoked, if the writing is received by the Corporation prior to the effectiveness of the action. (16-10a-704(3))

(d) Effective Date. Action taken pursuant to this Section 2.11 is not effective unless all written consents on which the Corporation relies for the taking of action are received by the Corporation within a sixty (60) day period and are not revoked. Action thus taken is effective as of the date the last written consent necessary to effect the action is received by the Corporation, unless all the written consents necessary to effect the action specify a later date as the effective date of action. If the Corporation has received written consents signed by all

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shareholders entitled to vote with respect to the action, the effective date of the action may be any date that is specified in all the written consents as the effective date of the action. The writing may be received by the Corporation by electronically transmitted facsimile or other form of communication providing the Corporation with a complete copy thereof, including a copy of the signature. (16-10a-704(4))

(e) Election of Directors. Notwithstanding paragraph (a) of this Section 2.11, directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. (16-10a-704(5))

(f) Effect of Action Without a Meeting. Action taken under this Section 2.11 has the same effect as action taken at a meeting of shareholders and may be so described in any document. (16-10a-704(7))

Section 2.12. Waiver of Notice. A shareholder may waive any notice required by the Utah Revised Business Corporation Act, the Corporation’s Articles of Incorporation or these Bylaws. Such a waiver may be made before or after the date and time stated in the notice as the date or time when any action will occur or has occurred. Such a waiver must be in a writing signed by the shareholder and must be delivered to the Corporation for inclusion in the minutes of the relevant meeting of the shareholders or in the Corporation’s records. (16-10a-706(1))

Section 2.13. Voting for Directors. At each election of directors, unless otherwise provided in the Articles of Incorporation or the Utah Revised Business Corporation Act, every shareholder entitled to vote at the election has the right to vote, in person or by proxy, all of the votes to which the shareholder’s shares are entitled for as many persons as there are directors to be elected and for whose election the shareholder has the right to vote. Unless otherwise provided in the Articles of Incorporation or the Utah Revised Business Corporation Act, directors are elected by a plurality of the votes cast by the shares entitled to be voted in the election, at a meeting at which a quorum is present. (16-10a-728(1), (2))

Section 2.14. Rights of Shareholders to Inspect Corporate Records.

(a) Minutes and Accounting Records. The Corporation shall keep, as permanent records, minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by its shareholders or Board of Directors without a meeting, a record of all actions taken on behalf of the Corporation by a committee of the Board of Directors in place of the Board of Directors, and a record of all waivers of notices of meetings of its shareholders, meetings of the Board of Directors, or any meetings of committees of the Board of Directors. The Corporation shall maintain appropriate accounting records. (16-10a-1601(1), (2))

(b) Absolute Inspection Rights. If a shareholder gives the Corporation written notice of the shareholder’s demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy, a shareholder (or the shareholder’s agent or attorney) has the right to inspect and copy, during regular business hours, any of the following records, all of which the Corporation is required to keep at its principal office:

(1) The Corporation’s Articles of Incorporation currently in effect;

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(2) the Corporation’s Bylaws currently in effect;

(3) the minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three years;

(4) all written communications within the past three years to shareholders as a group or to the holders of any series of shares as a group;

(5) a list of the names and business addresses of the Corporation’s current officers and directors;

(6) the Corporation’s most recent annual report delivered to the Division; and

(7) all financial statements prepared for periods ending during the last three years that a shareholder could request pursuant to Section 16-10a-1605 of the Utah Revised Business Corporation Act. (16-10a-1601(5) and 16-10a-1602(1))

(c) Conditional Inspection Rights. If a shareholder gives the Corporation a written demand made in good faith and for a proper purpose at least five business days before the date on which the shareholder wishes to inspect and copy, the shareholder describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect, and the records are directly connected with the shareholder’s purpose, the shareholder (or the shareholder’s agent or attorney) is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation:

(1) Excerpts from:

(i) Minutes of any meeting of the Board of Directors, records of any action of a committee of the Board of Directors while acting on behalf of the Corporation in place of the Board of Directors;

(ii) minutes of any meeting of the shareholders;

(iii) records of action taken by the shareholders without a meeting; and

(iv) waivers of notices of any meeting of the shareholders, of any meeting of the Board of Directors, or of any meeting of a committee of the Board of Directors;

(2) accounting records of the Corporation; and

(3) the record of the Corporation’s shareholders referred to in Section 16-10a-1601(3) of the Utah Revised Business Corporation Act. (16-10a-1602(2))

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(d) Copy Costs. The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The Corporation may impose a reasonable charge, payable in advance, covering the costs of labor and material, for copies of any documents provided to a shareholder. The charge may not exceed the estimated cost of production or reproduction of the records. (16-10a-1603)

(e) Shareholder Includes Beneficial Owner. For purposes of this Section 2.14, the term “shareholder” shall include a beneficial owner whose shares are held in a voting trust and any other beneficial owner who establishes beneficial ownership. (16-10a-1602(4)(b))

Section 2.15. Furnishing Financial Statements to a Shareholder. Upon the written request of any shareholder, the Corporation shall mail to the shareholder its most recent annual or quarterly financial statements showing in reasonable detail its assets and liabilities and the results of its operations. (16-10a-1605)

Section 2.16. Information Respecting Shares. Upon the written request of any shareholder, the Corporation, at its own expense, shall mail to the shareholder information respecting the designations, preferences, limitations, and relative rights applicable to each the shares, the variations determined for each series, and the authority of the Board of Directors to determine variations for any existing or future series. The Corporation may comply by mailing the shareholder a copy of its Articles of Incorporation containing such information. (16-10a-1606)

ARTICLE 3. BOARD OF DIRECTORS

Section 3.1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, subject to any limitation set forth in the Articles of Incorporation or in any agreement authorized by Section 16-10a-732 of the Utah Revised Business Corporation Act. (16-10a-801)

Section 3.2. Number, Tenure and Qualifications of Directors.

(a) Number. The number of directors of the Corporation shall be not less than one (1) nor more than fifteen (15). Within this range, the shareholders or the Board of Directors initially shall fix the number of directors of the Corporation. Thereafter, again within this range, the number of directors of the Corporation may be changed and re-established, from time to time, by the shareholders or the Board of Directors of the Corporation, but no decrease in the number of directors of the Corporation may shorten the term of any incumbent director. Alternatively, if the shareholders of the Corporation elect a new Board of Directors of the Corporation and the total number of directors elected are within the range set by this Section 3.2 but are more or less than the number of directors of the Corporation previously fixed by the shareholders or the Board of Directors of the Corporation, then such number of directors shall be deemed to be the fixed number of directors of the Corporation (until such time as the shareholders or Board of Directors of the Corporation change said number of directors by the methods described herein) even though such number has not been expressly fixed by resolution of the shareholders or the Board of Directors of the Corporation. (16-10a-803)

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(b) Tenure. Each director shall hold office until the next annual meeting of shareholders or until removed. However, if a director’s term expires, the director shall continue to serve until the director’s successor shall have been elected and qualified, or until there is a decrease in the number of directors. (16-10a-805)

(c) Qualifications. Directors need not be residents of the State of Utah or shareholders of the Corporation unless the Articles of Incorporation so prescribe. (16-10a-802)

Section 3.3. Regular Meetings of the Board of Directors. The Board of Directors may provide, by resolution, the time and place, either within or outside the State of Utah, for the holding of regular meetings, which shall be held without other notice than such resolution. (16-10a-822(1))

Section 3.4. Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board, president, chief executive officer, chief operating officer or any director, who may fix any place, either within or outside the State of Utah, as the place for holding the meeting. (16-10a-820(1))

Section 3.5. Notice and Waiver of Notice of Special Director Meetings.

(a) Unless the Articles of Incorporation provide for a longer or shorter period, special meetings of the Board of Directors must be preceded by at least two (2) days notice of the date, time, and place of the meeting. (16-10a-822(2)) Notice may be communicated in person, by telephone, by any form of electronic communication, or by mail or private carrier. (16-10a-103(2))

(b) Effective Date. Notice of any meeting of the Board of Directors shall be deemed to be effective at the earliest of the following: (1) When it is received; (2) five (5) days after it is mailed; or (3) the date shown on the return receipt if it is sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. (16-10a-103(5)).

(c) Waiver of Notice. A director may waive notice of any meeting. Except as provided in this Section 3.5, the waiver must be in writing and signed by the director entitled to the notice. The waiver shall be delivered to the Corporation for filing with the corporate records, but delivery and filing are not conditions to its effectiveness. (16-10a-823(1))

(d) Effect of Attendance. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting, or promptly upon arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice, and does not thereafter vote for or assent to action taken at the meeting. (16-10a-823(2))

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Section 3.6. Quorum of Directors. A simple majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, unless the Corporation’s Articles of Incorporation require a greater number. (16-10a-824(1)(b))

Section 3.7. Manner of Acting.

(a) Action by Majority. If a quorum is present when a vote is taken, the affirmative vote of a simple majority of the directors present is the act of the Board of Directors, unless the Corporation’s Articles of Incorporation or the Utah Revised Business Corporation Act requires the vote of a greater number of directors. (16-10a-824(3))

(b) Telephonic Meetings. Unless the Articles of Incorporation provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. (16-10a-820(2))

(c) Effect of Presence at Meeting. A director who is present at a meeting of the Board of Directors when corporate action is taken is considered to have assented to the action taken, unless:

(1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting business at the meeting;

(2) the director contemporaneously requests his or her dissent or abstention as to any specific action to be entered into the minutes of the meeting; or

(3) the director causes written notice of a dissent or abstention as to any specific action to be received by the presiding officer of the meeting before its adjournment or by the Corporation promptly after adjournment of the meeting. (16-10a-824(4))

(d) Right of Dissent or Abstention. The right of dissent or abstention as to a specific action is not available to a director who votes in favor of the action taken. (16-10a-824(5))

Section 3.8. Director Action By Written Consent. Unless the Articles of Incorporation or the Utah Revised Business Corporation Act provide otherwise, any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all the directors consent to the action in writing. Action is taken by written consent at the time the last director signs a writing describing the action taken, unless, prior to that time, any director has revoked a consent by a writing signed by the director and received by the Secretary. Action taken by written consent is effective when the last director signs the consent, unless the Board of Directors establishes a different effective date. Action taken by written consent has the same effect as action taken at a meeting of directors and may be described as such in any document. (16-10a-821)

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Section 3.9. Resignation of Directors. A director may resign at any time by giving a written notice of resignation to the Corporation. A resignation of a director is effective when the notice is received by the Corporation unless the notice specifies a later effective date. A director who resigns may deliver a statement of his or her resignation pursuant to Section 16-10a-1608 of the Utah Revised Business Corporation Act to the Division for filing. (16-10a-807)

Section 3.10. Removal of Directors. The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause, unless the Articles of Incorporation provide that directors may only be removed with cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director. If cumulative voting is in effect, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal. If cumulative voting is not in effect, a director may be removed only if the number of votes cast to remove the director equals a simple majority of all of the votes that may be cast by the shareholders of the Corporation. (16-10a-808)

Section 3.11. Board of Director Vacancies.

(a) Vacancies. Unless the Articles of Incorporation provide otherwise, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors:

(1) The shareholders may fill the vacancy;

(2) the Board of Directors may fill the vacancy; or

(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a simple majority of all the directors remaining in office. (16-10a-810(1))

(b) Rights of Voting Groups. Unless the Articles of Incorporation provide otherwise, if the vacant office was held by a director elected by a voting group of shareholders:

(1) If one or more directors were elected by the same voting group, only they are entitled to vote to fill the vacancy if it is filled by the directors; and

(2) only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders. (16-10a-810(2))

(c) Election of Director Prior to Vacancy. A vacancy that will occur at a specific later date, because of a resignation effective at a later date, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs. (16-10a-810(3))

(d) Effect of Expiration of Term. If a director’s term expires, the director shall continue to serve until the director’s successor is elected and qualified or until there is a decrease in the number of directors. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. (16-10a-805(5))

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Section 3.12. Director Compensation. Unless otherwise provided in the Articles of Incorporation, by resolution of the Board of Directors, each director may be paid his or her expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as a director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Corporation in any capacity and receiving compensation therefor.

Section 3.13. Director Committees. Committees of the Board of Directors may be established in accordance with Article 4 of these Bylaws.

Section 3.14. Director’s Rights to Inspect Corporate Records.

(a) Absolute Inspection Rights. If a director gives the Corporation written notice of the director’s demand at least five (5) business days before the date on which the director wishes to inspect and copy, the director (or the director’s agent or attorney) has the right to inspect and copy, during regular business hours, any of the following records, all of which the Corporation is required to keep at its principal office:

(1) The Corporation’s Articles of Incorporation currently in effect;

(2) the Corporation’s Bylaws currently in effect;

(3) the minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three years;

(4) all written communications within the past three years to shareholders as a group or to the holders of any series of shares as a group;

(5) a list of the names and business addresses of the Corporation’s current officers and directors;

(6) the Corporation’s most recent annual report delivered to the Division; and

(7) all financial statements prepared for periods ending during the last three years that a shareholder could request. (16-10a-1601(5) and 16-10a-1602(1))

(b) Conditional Inspection Rights. In addition, if a director gives the Corporation a written demand made in good faith and for a proper purpose at least five business days before the date on which the director wishes to inspect and copy, the director describes with reasonable particularity the director’s purpose and the records the director desires to inspect, and the records are directly connected with the director’s purpose, the director (or the director’s agent or attorney) is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation:

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(1) Excerpts from:

(i) Minutes of any meeting of the Board of Directors, records of any action of a committee of the Board of Directors while acting on behalf of the Corporation in place of the Board of Directors;

(ii) minutes of any meeting of the shareholders;

(iii) records of action taken by the shareholders without a meeting; and

(iv) waivers of notices of any meeting of the shareholders, of any meeting of the Board of Directors, or of any meeting of a committee of the Board of Directors;

(2) accounting records of the Corporation; and

(3) the record of the Corporation’s shareholders referred to in Section 16-10a-1601(3) of the Utah Revised Business Corporation Act. (16-10a-1602(2))

(c) Copy Costs. The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The Corporation may impose a reasonable charge, payable in advance, covering the costs of labor and material, for copies of any documents provided to the director. The charge may not exceed the estimated cost of production or reproduction of the records. (16-10a-1603)

Section 3.15. General Standards of Conduct for Directors. The standards of conduct for the directors of the Corporation shall be as follows:

(a) Each director shall discharge his or her duties as a director, including duties as a member of a committee, (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (iii) in a manner the director reasonably believes to be in the best interests of the Corporation. The Board of Directors and shareholders of the Corporation understand that the members of the Board of Directors may have other business interests, activities and responsibilities that take a substantial portion of their time and attention. Accordingly, the members of the Board of Directors are required to devote to the business of the Corporation in fulfillment of their respective responsibilities as a director of the Corporation and/or an officer of the Corporation, as the case may be, only the time and attention that they shall unilaterally deem necessary in order to fulfill their responsibilities as a director and/or officer.

(b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements including financial statements and other financial data, if prepared or presented by:

(1) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;

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(2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or

(3) a committee of the board of directors of which the director is not a member, if the director reasonably believes the committee merits confidence.

(c) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by paragraph (b) of this Section 3.15 unwarranted.

(d) A director is not liable for any action taken, or any failure to take any action as a director, if the duties of the director have been performed in compliance with this Section 3.15. (16-10a-840)

(e) The standards of conduct set forth in this Section 3.15, or any breach of such standards, shall not affect the right or power of the Corporation to indemnify any individual pursuant to Article 6 of these Bylaws. (16-10a-840)

ARTICLE 4. EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 4.1. Creation of Committees. Unless the Articles of Incorporation provide otherwise, the Board of Directors may create an Executive Committee and such other committees as it may deem appropriate and appoint members of the Board of Directors to serve on such committees. Each committee must have two (2) or more members. (16-10a-825(l))

Section 4.2. Approval of Committees and Members. The creation of a committee and appointment of members to it must be approved by the greater of:

(a) A simple majority of all the directors in office when the action is taken; or

(b) the number of directors required by the Articles of Incorporation to take such action, or if not specified in the Articles of Incorporation, the number required by Section 3.7 of these Bylaws to take action. (16-10a-825(2))

Section 4.3. Required Procedures. Sections 3.4 through 3.10 of these Bylaws, which govern procedures applicable to the Board of Directors, also apply to committees and their members. (16-10a-825(3))

Section 4.4. Authority. Unless limited by the Articles of Incorporation or the Utah Revised Business Corporation Act, each committee may exercise those aspects of the authority of the Board of Directors which the Board of Directors confers upon such committee in the resolution creating the committee. (16-10a-825(4))

Section 4.5. Authority of Executive Committee. The Executive Committee shall have and may exercise all powers of the Board of Directors with respect to the management of the business and affairs of the Corporation during the intervals between the meetings of the Board of Directors. Provided, however, the Executive Committee shall not have the power to fill vacancies on the Board of Directors or to amend these Bylaws.

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Section 4.6. Compensation. Unless otherwise provided in the Articles of Incorporation, the Board of Directors may provide for the payment of a fixed sum and/or expenses of attendance to any member of a committee for attendance at each meeting of such committee.

ARTICLE 5. OFFICERS

Section 5.1. Officers. The officers of the Corporation shall be a President and a Secretary, each of whom shall be appointed by the Board of Directors. The Board of Directors may appoint, but shall not be required to appoint, a Chairman of the Board, a Chief Executive Officer, a Chief Operating Officer, a Chief Credit Officer, a Treasurer and/or Chief Financial Officer and one or more Vice Presidents. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board of Directors. If specifically authorized by the Board of Directors, an officer may appoint one or more officers or assistant officers. The same individual may simultaneously hold more than one office in the Corporation. (16-10a-830)

Section 5.2. Appointment and Term of Office. The officers of the Corporation shall be appointed by the Board of Directors for such term as is determined by the Board of Directors. If no term is specified, each officer shall hold office until the officer resigns, dies, is removed in the manner provided in Section 5.4 of these Bylaws, or until the first meeting of the directors held after the next annual meeting of the shareholders. If the appointment of officers shall not be made at such meeting, such appointment shall be made as soon thereafter as is convenient. If a vacancy shall occur in any office, or if a new office shall be created, the Board of Directors may appoint an officer or officers to fill such a vacancy or new office, and such appointment shall be for the term determined by the Board of Directors. Each officer shall hold office until his or her successor shall have been duly appointed. (16-10a-830)

The designation of a specified term does not grant to the officer any contract rights, and the Board of Directors may remove the officer at any time prior to the end of such term. (16-10a-833)

Section 5.3. Resignation of Officers. Any officer may resign at any time by giving written notice of resignation to the Corporation. (16-10a-832(l))

Section 5.4. Removal of Officers. Any officer or agent may be removed by the Board of Directors at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights. (16-10a-832)

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Section 5.5. Chairman of the Board. The Chairman of the Board, if there be such an officer, shall have the following powers and duties:

(a) To be the senior officer of the Corporation and, in addition to the duties specified in this Section 5.5, to perform such duties as may be assigned to him or her by the Board of Directors;

(b) to preside at all meetings of the shareholders of the Corporation;

(c) to preside at all meetings of the Board of Directors; and

(d) to be a member of the Executive Committee, if any. (16-10a-831)

Section 5.6. President. The President, who may also be the Chief Executive Officer, shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, in general, shall supervise and control all of the business and affairs of the Corporation. If a Chairman of the Board has not been appointed, or in the Chairman’s absence, the President, when present, shall preside at all meetings of the shareholders and of the Board of Directors. In the absence of a Chairman of the Board of Directors, the President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors, and deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. (16-10a-831)

Section 5.7. Chief Operating Officer. The Board of Directors may from time to time, designate and appoint a Chief Operating Officer. The Chief Operating Officer shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or by the Chairman of the Board.

Section 5.8. Chief Credit Officer. The Board of Directors may from time to time, designate and appoint a Chief Credit Officer. The Chief Credit Officer shall have such powers and perform such duties as may from time to time be assigned to him or her by the Board of Directors or by the Chairman of the Board.

Section 5.9. Chief Executive Officer. If there is no Chairman of the Board and no President of the Corporation, the Chief Executive Officer shall (i) be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall, in general, supervise and control all of the business and affairs of the Corporation, (ii) preside at all meetings of the shareholders and the Board of Directors, and (iii) sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors, and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The Chief Executive Officer in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time. (16-10a-831)

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Section 5.10. Vice Presidents. In the absence of the President and the Chief Executive Officer, or in the event of his or her respective death, inability, or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. If there is no Vice President, then the Chief Financial Officer shall perform such duties of the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation the issuance of which have been authorized by resolution of the Board of Directors, and deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. (16-10a-831)

Section 5.11. Secretary. The Secretary shall:

(a) Keep the minutes of the proceedings of the shareholders and of the Board of Directors and the other records and information of the Corporation required to be kept, in one or more books provided for that purpose;

(b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

(c) be custodian of the corporate records and of any seal of the Corporation;

(d) when requested or required, authenticate any records of the Corporation;

(e) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder;

(f) sign with the Chairman of the Board, President, a Vice President, or any other officer of the Corporation authorized by these bylaws or the Board of Directors certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;

(g) have general charge of the stock transfer books of the Corporation; and

(h) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chairman of the Board, if any, the President or by the Board of Directors. (16-10a-830 and 16-10a-831)

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Section 5.12. Treasurer and/or Chief Financial Officer. The Treasurer and/or Chief Financial Officer shall:

(a) Have charge and custody of and be responsible for all funds and securities of the Corporation;

(b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and

(c) in general perform all of the duties incident to the office of Treasurer and/or Chief Financial Officer and such other duties as from time to time may be assigned to him or her by the Chairman of the Board, if any, the President or by the Board of Directors. (16-10a-831)

If required by the Board of Directors, the Chief Financial Officer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 5.13. Assistant Secretaries and Assistant Treasurers and/or Chief Financial Officers. The Assistant Secretaries, when authorized by the Board of Directors, may sign, with the Chairman of the Board, President or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers and/or Chief Financial Officers shall, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers and/or Chief Financial Officers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer and/or Chief Financial Officer, respectively, or by the Chairman of the Board, the President, the Chief Executive Officer or the Board of Directors. (16-10a-831)

Section 5.14. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors.

Section 5.15. General Standards of Conduct for Officers. The standards of conduct for the officers of the Corporation shall be as follows:

(a) Each officer with discretionary authority shall discharge his or her duties under that authority (i) in good faith, (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and (iii) in a manner the officer reasonably believes to be in the best interests of the Corporation.

(b) In discharging his or her duties, an officer is entitled to rely on information, opinions, reports, or statements including financial statements and other financial data, if prepared or presented by:

(1) one or more officers or employees of the Corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or

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(2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.

(c) An officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by paragraph (b) of this Section 5.15 unwarranted.

(d) An officer is not liable for any action taken, or any failure to take any action as an officer if the duties of the office have been performed in compliance with this Section 5.15. (16-10a-840)

(e) The standards of conduct set forth in this Section 5.15, or any breach of such standards, shall not affect the right or power of the Corporation to indemnify any individual pursuant to Article 6 of these Bylaws. (16-10a-840)

ARTICLE 6. INDEMNIFICATION OF DIRECTORS,

OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS

Section 6.1. Limitation of Liability of Directors and Officers. The personal liability of the directors and officers of the Corporation to the Corporation or its shareholders, or to any third person, shall be eliminated or limited to the fullest extent as from time to time permitted by Utah law. (16-10a-841(1))

Section 6.2. Indemnification of Directors and Officers. The Corporation shall indemnify and advance expenses to its directors, officers, employees, fiduciaries or agents and to any person who is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, fiduciary or agent of another domestic or foreign corporation or other person or of an employee benefit plan (and their respective estates or personal representatives) to the fullest extent as from time to time permitted by Utah law. (16-10a-902)

Section 6.3. Effect of Repeal or Modification of Article VI. Any repeal or modification of this Article VI by the shareholders of the Corporation shall not adversely affect any right or protection of any person existing at the time of such repeal or modification.

Section 6.4. Insurance. The Corporation may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Corporation, or who, while serving as a director, officer, employee, fiduciary, or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation or other person, or of an employee benefit plan, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, fiduciary, or agent, whether or not the Corporation would have power to indemnify him or her against the same liability under Sections 16-10a-902, 16-10a-903, or 16-10a-907 of the Utah Revised Business Corporation Act. Insurance may be procured from any insurance company designated by the Board of Directors, whether the insurance company is formed under the laws of the State of Utah or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has an equity or any other interest through stock ownership or otherwise. (16-10a-908)

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ARTICLE 7. EXECUTION OF INSTRUMENTS, BORROWING

OF MONEYAND DEPOSIT OF CORPORATE FUNDS

Section 7.1. Execution of Instruments. Subject to any limitation contained in the Utah Revised Business Corporation Act, the Articles of Incorporation or these Bylaws, and subject to any limitations that may be imposed by the Board of Directors, the President, or the Chairman of the Board, or the Chief Financial Officer, if there be such officers, in the name and on behalf of the Corporation, may execute and deliver any contract or other instrument. Subject to any limitation contained in the Utah Revised Business Corporation Act, the Articles of Incorporation or these Bylaws, the Board of Directors, the Chairman of the Board, the President or the Chief Financial Officer may authorize any other officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the Corporation; any such authorization may be general or confined to specific instances.

Section 7.2. Loans. No loan or advance shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the Corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the Corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances.

Section 7.3. Deposits. All monies of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors.

Section 7.4. Checks, Drafts, etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these Bylaws, evidences of indebtedness of the Corporation shall be signed by the President, by the Treasurer and/or Chief Financial Officer, or by such officer or officers or such agent or agents of the Corporation and in such manner as the President, Treasurer and/or Chief Financial Officer, or Board of Directors from time to time may determine. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories shall be in such manner as the President, Treasurer and/or Chief Financial Officer, or Board of Directors from time to time may determine.

Section 7.5. Bonds and Debentures. Every bond or debenture issued by the Corporation shall be evidenced by an appropriate instrument which shall be signed by the President (if there is no Chairman of the Board or Chief Executive Officers) together with the Secretary. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the Corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the Corporation’s officers named thereon may be a facsimile. In case any officer who signed, or whose facsimile signature

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has been used on any such bond or debenture, shall cease to be an officer of the Corporation for any reason before the same has been delivered by the Corporation, such bond or debenture may nevertheless be adopted by the Corporation and issued and delivered as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.

Section 7.6. Sale, Transfer, etc. of Securities. Sales, transfers, endorsements, and assignments of shares of stocks, bonds, and other securities owned by or standing in the name of the Corporation and the execution and delivery on behalf of the Corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the Secretary together with the President, or by any other officers or agents authorized by the Board of Directors.

Section 7.7. Proxies. Proxies to vote with respect to shares of stock of other corporations used by or standing in the name of the Corporation shall be executed and delivered on behalf of the Corporation by the President or by any officer or agent thereunto authorized by the Board of Directors.

ARTICLE 8. CERTIFICATES FOR SHARES

AND THEIR TRANSFER

Section 8.1. Certificates for Shares.

(a) Content. Certificates representing shares of the Corporation shall, at a minimum, state on their face the name of the Corporation and that the Corporation is organized under the laws of the State of Utah; the name of the person to whom issued; and the number and class of shares and the designation of the series, if any, the certificate represents; and be in such form as is determined by the Board of Directors. Such certificates shall be signed by the President (or Chairman of the Board, Chief Executive Officer, or Vice President) and by the Secretary or an Assistant Secretary and may be sealed with the corporate seal or a facsimile thereof. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be an officer before the certificate is issued, the certificate may be issued by the corporation with the same effect as if the person were an officer at the date of its issue. Each certificate for shares shall be consecutively numbered or otherwise identified. The certificates may contain any other information the Corporation considers necessary or appropriate. (16-10a-625)

(b) Legend as to Class or Series. If the Corporation is authorized to issue different classes of shares or different series within a class, the designations, preferences, limitations, and relative rights applicable to each class, the variations in preferences, limitations, and relative rights determined for each series, and the authority of the Board of Directors to determine variations for any existing or future class or series must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder this information on request in writing and without charge. (16-10a-625)

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(c) Shareholder List. The name and address of the person to whom the shares represented are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

(d) Transferring Shares. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled.

Section 8.2. Shares Without Certificates.

(a) Issuing Shares Without Certificates. Unless the Articles of Incorporation provide otherwise, the Board of Directors may authorize the issuance of some or all of the shares of any or all classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the Corporation.

(b) Information Statement Required. Within a reasonable time after the issuance or transfer of shares without certificates, the Corporation shall send the shareholder a written statement containing, at a minimum, the name of the Corporation and that it is organized under the laws of the State of Utah; the name of the person to whom issued; and the number and class of shares and the designation of the series, if any, of the issued shares. If the Corporation is authorized to issue different classes of shares or different series within a class, the written statement shall describe the designations, preferences, limitations, and relative rights applicable to each class, the variations in preferences, limitations, and relative rights determined for each series, and the authority of the Board of Directors to determine variations for any existing or future class or series. (16-10a-626)

Section 8.3. Registration of Transfer of Shares. Registration of the transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation. In order to register a transfer, the record owner shall surrender the shares to the Corporation for cancellation, properly endorsed by the appropriate person or persons with reasonable assurances that the endorsements are genuine and effective. Unless the Corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the Corporation as the owner, the person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

Section 8.4. Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of stock of the Corporation and may require all such certificates to bear the signature of either or both. The Board of Directors may from time to time define the respective duties of such transfer agents and registrars.

Section 8.5. Restrictions on Transfer of Shares Permitted. The Board of Directors or the shareholders may impose restrictions on the transfer or registration of transfer of shares (including any security convertible into, or carrying a right to subscribe for or acquire shares). A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction or otherwise consented to the restriction.

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(a) A restriction on the transfer or registration of transfer of shares may be authorized:

(1) To maintain the Corporation’s status when it is dependent on the number or identity of its shareholders;

(2) to preserve entitlements, benefits, or exemptions under federal, state, or local laws; and

(3) for any other reasonable purpose.

(b) A restriction on the transfer or registration of transfer of shares may:

(1) Obligate the shareholder first to offer the Corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;

(2) obligate the Corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;

(3) require, as a condition to a transfer or registration, that any one or more persons, including the Corporation or any of its shareholders, approve the transfer or registration, if the requirement is not manifestly unreasonable; or

(4) prohibit the transfer or the registration of a transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this Section 8.5 and its existence is noted conspicuously on the front or back of the certificate, or if the restriction is contained in the information statement required by Section 8.2 of these Bylaws with regard to shares issued without certificates. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction. (16-10a-627)

Section 8.6. Acquisition of Shares. Unless otherwise restricted by law, the Corporation may acquire its own shares, and, unless otherwise provided in the Articles of Incorporation, the shares so acquired constitute authorized but unissued shares. (16-10a-631)

Section 8.7. Lost or Destroyed Certificates. If the holder of a certificate for shares of the Corporation claims that a certificate has been lost, destroyed, or wrongfully taken, the Corporation shall issue a new certificate to such holder, if such holder:

(a) so requests before the Corporation has notice that the certificate has been acquired by a bona fide purchaser;

(b) files with the Corporation a sufficient indemnity bond; and

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(c) satisfies any other reasonable requirements imposed by the Corporation. (70A-8-404).

ARTICLE 9. DISTRIBUTIONS

Section 9.1. Distributions. The Board of Directors may authorize, and the Corporation may make, distributions (including dividends on its outstanding shares) in the manner and upon the terms and conditions provided by law and in the Articles of Incorporation. (16-10a-640)

ARTICLE 10. CORPORATE SEAL

Section 10.1. Corporate Seal. The Board of Directors may provide a corporate seal which may be circular in form and have inscribed thereon any designation including the name of the Corporation, Utah as the state of incorporation, and the words “Corporate Seal.” The form of such corporate seal may be altered by resolution of the Board of Directors.

ARTICLE 11. FISCAL YEAR

Section 11.1. Fiscal Year. The fiscal year of the Corporation shall commence on January 1 and end on the December 31 of each year.

ARTICLE 12. AMENDMENTS

Section 12.1. Amendments. The Corporation’s Board of Directors may amend these Bylaws, except to the extent that the Articles of Incorporation, these Bylaws, or the Utah Revised Business Corporation Act reserve this power exclusively to the shareholders in whole or in part. However, the Board of Directors may not adopt, amend, or repeal a Bylaw that fixes a shareholder quorum or voting requirement that is greater than required by the Utah Revised Business Corporation Act.

If authorized by the Articles of Incorporation, the shareholders may adopt, amend, or repeal a Bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by the Utah Revised Business Corporation Act, provided that a simple majority of all of the outstanding shares of the Corporation consent to such an adoption, amendment or repeal. Any such action shall comply with the provisions of the Utah Revised Business Corporation Act.

The Corporation’s shareholders may amend or repeal the Corporation’s Bylaws even though the Bylaws may also be amended or repealed by the Corporation’s Board of Directors. (16-10a-1020 to 16-10a-1022)

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EX-3.29

Exhibit 3.29

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:46 PM 04/08/2009

FILED 01:42 PM 04/08/2009

SRV 090346215 – 4674580 FILE

CERTIFICATE OF FORMATION

OF

TGN SERVICES, LLC

THIS CERTIFICATE OF FORMATION of TGN Services, LLC, dated as of April 2, 2009, has been duly executed and filed by the undersigned, an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.).

FIRST: The name of the limited liability company formed hereby is TGN Services, LLC (the “Company”).

SECOND: The address of the Company’s initial registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Company’s initial registered agent at such address is The Corporation Trust Company.

***

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first set forth above.

By:	/s/ Howard Hochhauser
Name:	Howard Hochhauser, CFO

EX-3.30

Exhibit 3.30

TGN SERVICES, LLC

A Delaware Limited Liability Company

AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of the 16^th day of September, 2011, by the party listed on the signature page hereof (the “Member”).

RECITALS

A. TGN Services, LLC (the “Company”), was originally created on April 8, 2009 under and pursuant to the Delaware Limited Liability Company Act codified at Del. Code Ann. tit. 6, §§18-101 to 18-1109 (the “Act”), for the purpose of engaging such lawful activities as shall be determined by the Member in its sole and absolute discretion;

B. The Member wishes to redefine the rights, powers, duties and obligations of the Member and the management, operations and activities of the Company such that from and after the date hereof the Company shall be governed by this Agreement.

TERMS OF AGREEMENT

In furtherance of the foregoing Recitals, the Member declares as follows:

Article 1

Organization

1.1 Formation; Name. The Member has executed this Agreement for the purpose of governing the Company. The name of the Company shall be “TGN Services, LLC.”

1.2 Articles of Organization: Foreign Qualification. The Company has been formed by the delivery of a Certificate of Formation to the Secretary of State of the State of Delaware in accordance with and pursuant to the Act. The Member shall execute such further documents and take such further action as is necessary or appropriate from time to time to comply with the requirements for the operation of a limited liability company in the State of Delaware and in all other jurisdictions where the Company conducts its business.

1.3 Liability to Third Parties. The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

1.4 Principal Place of Business. The principal place of business of the Company shall be located at 360 West 4800 North, Provo, Utah 84604 or at such other address as shall be designated from time to time by the Member.

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Article 2

Purposes and Powers, Registered Office and

Registered Agent, and Term Of Company

2.1 Purposes and Powers. The Company has been formed for the purpose of (a) investing and reinvesting any assets invested (as capital contributions) by the Member in the Company, and (b) conducting any business that may lawfully be conducted by a limited liability company formed under the Act. The Company shall have all of the powers granted to a limited liability company under the laws of the State of Delaware.

2.2 Registered Agent. The registered agent for service of process on the Company in the State of Delaware shall be as designated by the Member from time to time.

2.3 Term. The term of the Company commenced on the date the Certificate of Formation of the Company was filed with the Delaware Secretary of State and shall continue until the Company is dissolved or terminated pursuant to law or the provisions of this Agreement.

Article 3

Capital Contributions

3.1 Member’s Contributions. The Member shall make contributions of capital to the Company from time to time in such amounts as may be determined by the Member in its sole discretion.

3.2 Return of Contributions. The Member shall be entitled to the return of its contributions of capital to the Company upon the terms and conditions contained in this Agreement. No interest shall be due or payable on either the Member’s capital account or its capital contribution. Any unreturned capital contribution shall not be a liability of the Company.

Article 4

Profits and Losses; Distributions; Accounting Matters

4.1 Allocation of Profits and Losses. All income, gain, loss, deductions and credits of the Company shall be allocated to the Member.

4.2 Distributions. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Member may cause the Company from time to time to make distributions to the Member.

4.3 Books, Fiscal Year.

(a) The books of the Company shall be kept on such basis as determined by the Member. The Company shall keep accurate and detailed accounts of all investments, receipts, disbursements and other transactions and proceedings under this Agreement.

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(b) The fiscal year of the Company shall be the calendar year.

4.4 Tax Returns. The Company shall prepare and file any and all necessary federal and state tax returns for the Company.

Article 5

Management

5.1 Management Authority. The Company shall be managed and controlled by the Member and shall not have any Managers within the meaning of the Act.

5.2 Required Officers. The officers of the Company shall be elected by the Member and shall include a President and a Secretary. The Members may also elect a Chief Financial Officer, one or more Vice Presidents and a Treasurer. Any number of offices may be held by the same person, unless this Agreement otherwise provides. The officers of the Company shall be as set forth in Exhibit A hereto, as may be modified from time to time in writing by the Member.

5.3 Term of Office. The officers of the Company shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Member may be removed at any time by the Member. Any vacancy occurring in any office of the Company shall be filled by the Member.

5.4 Duties of President. The President shall be chief executive officer of the Company. He shall have general and active management of the day-to-day business and affairs of the Company and shall see that all orders and resolutions of the Member are carried into effect.

5.5 Duties of Vice President. The Vice Presidents, if any, shall perform such duties and have such powers as the Member may from time to time prescribe.

5.6 Duties of Chief Financial Officer. The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member and shall render to the President and the Member, when the Member so requires, an account of all of the Company’s transactions and of the financial condition of the Company.

5.7 Duties of Secretary. The Secretary shall record all the orders and resolutions of the Member in a book to be kept for that purpose and shall perform such other duties as may be prescribed by the Member or President.

5.8 Duties of Treasurer. The Treasurer shall perform such duties and have such powers as the Member may from time to time prescribe.

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Article 6

Indemnification

6.1 Indemnification of Member. The Company shall indemnify the Member and the officers to the fullest extent permitted by law, and save and hold the Member and the officers harmless from, and in respect of, all of the following: (1) fees, costs and expenses incurred in connection with or resulting from any claim, action or demand against the Member, the officers or the Company that arise out of or in any way relate to the Company, its properties, business or affairs, and (2) such claims, actions and demands, and any losses or damages resulting from such claims, actions and demands, including amounts paid in settlement or compromise of any such claim, action or demand.

Article 7

Dissolution, Liquidation and Termination of the Company

7.1 Dissolution. The Company shall be dissolved and its affairs wound up on the first to occur of the following:

(a) the written election of the Member to dissolve; and

(b) an entry of a decree of judicial dissolution of the Company.

7.2 Liquidation and Termination. On dissolution of the Company, the Member shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the liquidator to minimize any losses resulting from liquidation. The liquidator, as promptly as possible after dissolution, shall apply the proceeds of liquidation as set forth in the remaining sections of this Article 7.

7.3 Payment of Debts. The assets shall first be applied to the payment of the liabilities of the Company and the expenses of liquidation.

7.4 Remaining Distribution. The remaining assets shall then be distributed to the Member.

7.5 Reserve. Notwithstanding the foregoing provisions, the liquidator may retain such amount as it deems necessary as a reserve for any contingent liabilities or obligations of the Company, which reserve, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Article 7.

7.6 Certificate of Cancellation. Upon the compliance by the liquidator with the foregoing distribution plan, the liquidator shall execute and cause to be filed a Certificate of Cancellation and any and all other documents necessary with respect to termination and cancellation of the Company under the Act.

4

Article 8

Amendments

This Agreement may be amended only by action of the Member.

Article 9

Miscellaneous

9.1 Governing Law. The Company and this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

9.2 Titles and Captions. All titles and captions are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

[The remainder of this page is intentionally left blank.]

5

IN WITNESS WHEREOF, the Member has caused this Agreement to be executed and delivered by its duly authorized representative as of the day and year first above written.

ANCESTRY.COM OPERATIONS INC.
By
Name:	Howard Hochhauser
Title:	Director and Chief Financial Officer

6

EXHIBIT A

OFFICERS OF THE COMPANY

President and Chief Financial Officer	Howard Hochhauser
Vice President and Secretary	William Stern
Treasurer	Bruce Petersen

7

EX-3.31

Exhibit 3.31

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:03 PM 02/09/2012

FILED 07:20 PM 02/09/2012

SRV 120149243 - 5107827 FILE

CERTIFICATE OF FORMATION

OF

WE’RE RELATED, LLC

This Certificate of Formation of We’re Related. LLC is duly executed and filed by the undersigned, an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq., the “Act”).

1. The name of the limited liability company is We’re Related, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, this Certificate of Formation has been duly executed as of the 9th day of February, 2012, and is being filed in accordance with Section 18-206 of the Act.

/s/ Barbara B. Erwin

Barbara B. Erwin, Authorized Person

EX-3.32

Exhibit 3.32

LIMITED LIABILITY COMPANY AGREEMENT

OF

WE’RE RELATED, LLC

TABLE OF CONTENTS

	Page
1.      Name; Formation		1
2.      Purpose		1
3.      Powers of the Company		1
4.      Member		3
5.      Powers of Member		3
6.      Management		3
7.      Term; Dissolution		5
8.      Capital Contribution		5
9.      Additional Contributions		5
10.    Allocation of Profits and Losses; Tax Status		6
11.    Distributions		6
12.    Assignments		6
13.    Resignation		6
14.    Admission of Additional Members		6
15.    Amendment		6
16.    Governing Law		6
17.    Entire Agreement		7
18.    Benefits		7
19.    Severability		7

i

LIMITED LIABILITY COMPANY AGREEMENT

OF

WE’RE RELATED, LLC

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 14^th day of February, 2012, by and between the Company and FamilyLink.com, Inc., as the sole member of the Company (the “Member”).

The Member is executing this Agreement for the purpose of forming a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Delaware Act”), and hereby certifies and agrees as follows:

1. Name; Formation. The name of the limited liability company formed hereby is We’re Related, LLC. The Company shall be formed pursuant to this Agreement and upon the filing of a certificate of formation of the Company with the Secretary of State of the State of Delaware setting forth the information required by Section 18-201 of the Delaware Act. The Manager (as hereinafter defined) is hereby designated as an authorized person, within the meaning of the Delaware Act to execute, deliver and file the certificate of formation of the Company, and any action taken prior to the execution of this Agreement in connection therewith by the Manager is hereby ratified and confirmed.

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed and engaging in any and all activities necessary or incidental to the foregoing.

3. Powers of the Company.

(i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to, or for the furtherance of, the purpose set forth in Section 2, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Delaware Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(b) to acquire, by purchase, lease, contribution of property or otherwise, and to own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(c) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or other entity that directly or indirectly controls, is controlled by, or is under common control with the Member (any such person or entity, an “Affiliate”), or any agent of the Company necessary to, in

1

connection with, convenient to, or incidental to, the accomplishment of the purpose of the Company. For purposes of the definition of Affiliate, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or otherwise;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f) to sue and be sued, complain and defend and participate in administrative or other proceedings, in its name;

(g) to appoint employees and agents of the Company, and define their duties and fix their compensation;

(h) to indemnify any person or entity and to obtain any and all types of insurance;

(i) to cease its activities and cancel its insurance;

(j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

(k) to borrow money and issue evidences of indebtedness, and to secure the same by a mortgage, pledge or other lien on any or all of the assets of the Company;

(l) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of, or against, the Company or to hold such proceeds against the payment of contingent liabilities; and

(m) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

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(ii) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in Section 18-209(a) of the Delaware Act) upon the approval of the Member, in its sole discretion.

4. Member. The Member’s interest in the company shall consist of the number of units (the “Units”) set forth in Exhibit A hereto. The name and the business, residence or mailing address of the Member of the Company are as follows:

Name:	FamilyLink.com, Inc.	Address:	4778 N 300 W Suite 230
			Provo, Utah 84604

5. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the Delaware Act, the Manager (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. The Manager is hereby designated as an authorized person, within the meaning of the Delaware Act, to execute, deliver and file any amendments and/or restatements to the certificate of formation of the Company and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

6. Management.

6.1 Management of the Company.

(i) Member shall be the manager of the Company (the “Manager”) and, in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company.

(ii) The Manager shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. The Manager shall be the sole person or entity with the power to bind the Company, except and to the extent that such power is expressly delegated to any other person or entity by the Manager, and such delegation shall not cause the Manager to cease to be the Manager or the Member (if applicable). The Manager shall be a “manager” (within the meaning of the Delaware Act) of the Company.

(iii) The Manager may be removed with or without cause by the Member. The Manager shall serve until removed and the Manager’s successor is designated by the Member or until the Manager’s earlier death, retirement or incapacity. Upon the death, retirement or incapacity of the Manager, a successor shall be designated by the Member.

(iv) The Company shall have such officers as the Manager may appoint, from time to time, and all such officers shall be appointed and removed at the will of the Manager and shall perform such functions as are specified by the Manager. Paul Brockbank is hereby appointed as the President, Chief Executive Officer and Secretary of the Company, with such duties, responsibilities and authority as are usually associated with such offices.

3

(v) The Manager may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for, or on behalf of, the Company as it shall determine in his or her sole discretion. The Manager may delegate to any officer of the Company, or to any such other person or entity, such authority to act on behalf of the Company as the Manager may from time to time deem appropriate in his or her sole discretion. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Manager. Except as otherwise provided by the Manager, when the taking of such action has been authorized by the Manager, the Manager or any officer of the Company, or any other person specifically authorized by the Manager, may execute any contract or other agreement or document on behalf of the Company.

6.2 Powers of the Manager. The Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Manager shall have the power and authority to:

(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;

(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and

(iii) execute all documents or instruments, perform all duties and powers and do all things for, and on behalf of, the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds.

The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager that is not specifically or expressly set forth in this Agreement.

6.3 No Management by Other Persons or Entities. Except as provided in Section 6.1(iv) or as otherwise expressly delegated by the Manager, no person or entity other than the Manager and the Member shall be an agent of the Company or have any right, power or authority to transact any business in the name of the Company or to act for, or on behalf of, or to bind, the Company.

6.4 Reliance by Third Parties. Any person or entity dealing with the Company or the Manager or the Member may rely upon a certificate signed by the Manager as to:

(i) the identity of the Manager or the Member;

4

(ii) the existence or non-existence of any fact or facts that constitute a condition precedent to acts by the Manager or the Member or are in any other manner germane to the affairs of the Company;

(iii) the persons who, or entities that, are authorized to execute and deliver any instrument or document of, or on behalf of, the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever, involving the Company or the Member.

6.5 Records and Information. Unless otherwise required by a mandatory provision of law, neither the Company, the Member nor the Manager shall have any obligation to maintain any books or records of the Company; provided that the Manager may keep books and records of the Company and may, from time to time, designate recordkeeping requirements for the Company.

7. Term; Dissolution. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with this Section 7. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member, or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act. If at any time there is no Member of the Company, the Company shall not dissolve but the personal representative (as defined in the Delaware Act) of the Member shall agree in writing to continue the Company and to the admission of the personal representative of the Member or its nominee or its designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the Member. Upon the dissolution of the Company, the Manager shall wind up the Company’s affairs as provided in the Delaware Act. Upon completion of the winding up of the Company, the Manager shall distribute the property of the Company as follows:

(i) First, to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of the Company’s liabilities (whether by payment or the making of reasonable provision for payment thereof); and

(ii) Second, to the Member in cash or property, or partly in cash and partly in property, as determined by the Manager.

Upon the completion of the winding up and liquidation of the Company, the Manager shall file a certificate of cancellation with the Secretary of State of the State of Delaware canceling the Company’s certificate of formation at which time the Company shall terminate.

8. Capital Contribution. The Member has contributed no property to the Company.

9. Additional Contributions. The Member may, but is not required to, make any additional capital contribution to the Company.

5

10. Allocation of Profits and Losses; Tax Status. The Company’s profits and losses shall be allocated to the Member. At all times that the Company has only one member (who owns 100% of the limited liability company interests in the Company), it is the intention of the Member that the Company be disregarded for federal, state, local and foreign income tax purposes and that the Company be treated as a division of the Member.

11. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Manager, provided that no distribution shall be made in violation of the Delaware Act and, unless otherwise determined by the Manager, no distribution will be paid to the Member upon its withdrawal in connection with the voluntary assignment of its entire interest pursuant to Section 12 hereof.

12. Assignments. The Member may transfer or assign (including as a collateral assignment or pledge) in whole or in part its limited liability company interest. In connection with a voluntary transfer or assignment by the Member of its entire limited liability company interest in the Company, the Member will automatically withdraw and the assignee will automatically and simultaneously be admitted as the successor Member without any further action at the time such voluntary transfer or assignment becomes effective under applicable law and the Company shall be continued without dissolution. In connection with a partial assignment or transfer by the Member of its limited liability company interest in the Company, this Agreement shall be amended to reflect the fact that the Company will have more than one member or one member and one or more economic interest holding assignees.

13. Resignation. The Member may resign from the Company at such time as it shall determine.

14. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, this Agreement shall be amended by the Member and the person or persons to be admitted as additional members to make such changes as they shall determine to reflect the fact that the Company shall have more than one member.

15. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Member.

16. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, without regard to the rules of conflict of laws thereof or of any other jurisdiction that would call for the application of the substantive laws of a jurisdiction other than the State of Delaware.

6

17. Entire Agreement. This Agreement and the documents and agreements contemplated in this Agreement constitute the entire agreement with the Member with regard to the subject matter hereof and thereof.

18. Benefits. Except as expressly provided herein, this Agreement is entered into for the sole and exclusive benefit of the parties hereto and will not be interpreted in such a manner as to give rise to or create any rights or benefits of or for any person or entity not a party hereto.

19. Severability. If any provision of this Agreement, or the application of such provision to any person or circumstances, is held invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall continue in full force without being impaired or invalidated.

[Remainder of page left intentionally blank.]

7

IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement as of the day and year first aforesaid.

WE’RE RELATED, LLC
By:	FamilyLink.com, Inc., Its Sole Member
By:
	Name:	Paul Brockbank
	Title:	President
FAMILYLINK.COM, INC.
By:
	Name:	Paul Brockbank
	Title:	Chief Executive Officer

EXHIBIT A

NAME AND MEMBERSHIP INTERESTS

Member	Interest
FamilyLink.com, Inc.	100 Units

EX-4.1

Exhibit 4.1

Execution Version

INDENTURE

Dated as of December 28, 2012

among

GLOBAL GENERATIONS MERGER SUB INC.,

ANVIL US 1 LLC

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

11.00% SENIOR NOTES DUE 2020

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06; 7.07
(c)	7.06; 12.02
(d)	7.06
314(a)	4.03; 4.04; 12.02; 12.05
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05; 12.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12; 9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
	ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions		1
Section 1.02	Other Definitions		27
Section 1.03	Incorporation by Reference of Trust Indenture Act		28
Section 1.04	Rules of Construction		28
Section 1.05	Acts of Holders		28
	ARTICLE II
	THE NOTES
Section 2.01	Form and Dating; Terms		30
Section 2.02	Execution and Authentication		31
Section 2.03	Registrar and Paying Agent		32
Section 2.04	Paying Agent to Hold Money in Trust		32
Section 2.05	Holder Lists		32
Section 2.06	Transfer and Exchange		32
Section 2.07	Replacement Notes		42
Section 2.08	Outstanding Notes		42
Section 2.09	Treasury Notes		42
Section 2.10	Temporary Notes		43
Section 2.11	Cancellation		43
Section 2.12	Defaulted Interest		43
Section 2.13	CUSIP or ISIN Numbers		43
Section 2.14	Additional Interest		43
	ARTICLE III
	REDEMPTION
Section 3.01	Notices to Trustee		44
Section 3.02	Selection of Notes to be Redeemed or Purchased		44
Section 3.03	Notice of Redemption		44
Section 3.04	Effect of Notice of Redemption		45
Section 3.05	Deposit of Redemption or Purchase Price		45
Section 3.06	Notes Redeemed or Purchased in Part		46
Section 3.07	Optional Redemption		46
Section 3.08	Mandatory Redemption		46
Section 3.09	Offers to Repurchase by Application of Excess Proceeds		47
	ARTICLE IV
	COVENANTS
Section 4.01	Payment of Notes		48
Section 4.02	Maintenance of Office or Agency		48
Section 4.03	Reports and Other Information		49
Section 4.04	Compliance Certificate		50
Section 4.05	Taxes		51
Section 4.06	Stay, Extension and Usury Laws		51

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Section 4.07	Limitation on Restricted Payments	51
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	56
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	58
Section 4.10	Asset Sales	62
Section 4.11	Transactions with Affiliates	64
Section 4.12	Liens	66
Section 4.13	Corporate Existence	66
Section 4.14	Offer to Repurchase Upon Change of Control	67
Section 4.15	Guarantors	68
Section 4.16	Suspension of Covenants	69
	ARTICLE V
	SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	69
Section 5.02	Successor Corporation Substituted	71
	ARTICLE VI
	DEFAULTS AND REMEDIES
Section 6.01	Events of Default	71
Section 6.02	Acceleration	73
Section 6.03	Other Remedies	73
Section 6.04	Waiver of Past Defaults	73
Section 6.05	Control by Majority	74
Section 6.06	Limitation on Suits	74
Section 6.07	Rights of Holders of Notes to Receive Payment	74
Section 6.08	Collection Suit by Trustee	74
Section 6.09	Restoration of Rights and Remedies	74
Section 6.10	Rights and Remedies Cumulative	74
Section 6.11	Delay or Omission Not Waiver	75
Section 6.12	Trustee May File Proofs of Claim	75
Section 6.13	Priorities	75
Section 6.14	Undertaking for Costs	76
	ARTICLE VII
	TRUSTEE
Section 7.01	Duties of Trustee	76
Section 7.02	Rights of Trustee	77
Section 7.03	Individual Rights of Trustee	77
Section 7.04	Trustee’s Disclaimer	78
Section 7.05	Notice of Defaults	78
Section 7.06	Reports by Trustee to Holders	78
Section 7.07	Compensation and Indemnity	78
Section 7.08	Replacement of Trustee	79
Section 7.09	Successor Trustee by Merger, etc.	80
Section 7.10	Eligibility; Disqualification	80
Section 7.11	Preferential Collection of Claims Against Issuer	80

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	ARTICLE VIII
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	80
Section 8.02	Legal Defeasance and Discharge	80
Section 8.03	Covenant Defeasance	81
Section 8.04	Conditions to Legal or Covenant Defeasance	81
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	82
Section 8.06	Repayment to Issuer	82
Section 8.07	Reinstatement	83
	ARTICLE IX
	AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	83
Section 9.02	With Consent of Holders of Notes	84
Section 9.03	Compliance with Trust Indenture Act	85
Section 9.04	Revocation and Effect of Consents	85
Section 9.05	Notation on or Exchange of Notes	85
Section 9.06	Trustee to Sign Amendments, etc.	86
Section 9.07	Payment for Consent	86
	ARTICLE X
	GUARANTEES
Section 10.01	Guarantee	86
Section 10.02	Limitation on Guarantor Liability	87
Section 10.03	Execution and Delivery	87
Section 10.04	Subrogation	88
Section 10.05	Benefits Acknowledged	88
Section 10.06	Release of Subsidiary Guarantees	88
	ARTICLE XI
	SATISFACTION AND DISCHARGE
Section 11.01	Satisfaction and Discharge	88
Section 11.02	Application of Trust Money	89
	ARTICLE XII
	MISCELLANEOUS
Section 12.01	Trust Indenture Act Controls	89
Section 12.02	Notices	90
Section 12.03	Communication by Holders of Notes with Other Holders of Notes	91
Section 12.04	Certificate and Opinion as to Conditions Precedent	91
Section 12.05	Statements Required in Certificate or Opinion	91
Section 12.06	Rules by Trustee and Agents	91
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders, etc.	92
Section 12.08	Governing Law	92
Section 12.09	Waiver of Jury Trial	92

-iii-

Section 12.10	Force Majeure	92
Section 12.11	No Adverse Interpretation of Other Agreements	92
Section 12.12	Successors	92
Section 12.13	Severability	92
Section 12.14	Counterpart Originals	92
Section 12.15	Table of Contents, Headings, etc.	93
Section 12.16	U.S.A. Patriot Act	93

EXHIBITS

Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to be Delivered by Subsequent Guarantors

-iv-

INDENTURE, dated as of December 28, 2012 among Global Generations Merger Sub Inc., a Delaware corporation (the “Issuer”), Anvil US 1 LLC, a Delaware limited liability company (“Parent”), and Wells Fargo Bank, National Association, a national banking association, as Trustee.

W I T N E S S E T H

WHEREAS, the Issuer has duly authorized the creation of an issue of (a) $300,000,000 aggregate principal amount of 11.00% Senior Notes due 2020 (the “Initial Notes”) and (b) if and when issued as provided in the Registration Rights Agreement in a Registered Exchange Offer in exchange for any Initial Notes or otherwise registered under the Securities Act and issued in the form of Exhibit A hereto, the Issuer’s 11.00% Senior Notes due 2020 (the “Exchange Notes” and, together with the Initial Notes and any Additional Notes, the “Notes”). The Initial Notes, the Exchange Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase.

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, the Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold or to be sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness assumed or incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person;

provided that any Indebtedness of such other Person that is extinguished, redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transaction pursuant to which such other Person becomes a Restricted Subsidiary of the specified Person will not be Acquired Indebtedness.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means any additional Notes (other than Exchange Notes) issued after the Issue Date having identical terms and conditions to the Initial Notes, except for issue date, issue price, first interest payment date and rights under a related registration rights agreement, if any, in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.09 hereof).

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by

agreement or otherwise. No Person (other than Parent or any Subsidiary of Parent) in whom a Receivables Subsidiary makes an Investment in connection with a financing of accounts receivable will be deemed to be an Affiliate of Parent or any of its Subsidiaries solely by reason of such Investment.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of such Note; and

(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at December 15, 2016 (such redemption price being set forth in the table appearing in Section 3.07 hereof), plus (ii) all required interest payments due on such Note through December 15, 2016 (excluding accrued but unpaid interest to the Redemption Date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the then-outstanding principal amount of such Note.

“Applicable Procedures” means, with respect to any transfer, redemption, tender or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear or Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets outside the ordinary course of business (including by way of a Sale and Lease-Back Transaction) of Parent or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary, whether in a single transaction or a series of related transactions (other than Preferred Stock of Restricted Subsidiaries issued in compliance with Section 4.09 hereof);

in each case, other than:

(a) any disposition of Cash Equivalents or obsolete, damaged, unnecessary, unsuitable or worn out equipment or of assets no longer used in the business or any sale or disposition of property or assets in connection with scheduled turnarounds, maintenance and equipment and facility updates or any disposition of products, services or inventory held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of Parent or the Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary (other than the Issuer) in any transaction or series of related transactions with an aggregate fair market value of less than $10.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to Parent or by Parent or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

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(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(h) foreclosures, condemnations or any similar actions on assets;

(i) any financing transaction with respect to property built or acquired by Parent or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions permitted by this Indenture;

(j) licenses or sub-licenses of intellectual property (including grants, licenses or sublicenses of software, technology, patents, trademarks, copyrights, know-how, trade secrets, content (including genealogical, historical and DNA content), databases and any other intellectual property) in the ordinary course of business;

(k) the creation of any Lien permitted under this Indenture;

(l) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(m) the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business;

(n) a disposition of accounts receivable and related assets by a Receivables Subsidiary in a Qualified Receivables Financing;

(o) the unwinding of any Hedging Obligations;

(p) the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable or other assets held for sale in the ordinary course of business;

(q) a sale of accounts receivable and related assets to a Receivables Subsidiary in a Qualified Receivables Financing or in factoring or similar transactions; and

(r) grants, licenses or sublicenses of software, technology, patents, trademarks, copyrights, know-how, trade secrets, content (including genealogical, historical and DNA content), databases and any other intellectual property in the ordinary course of business.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of Parent.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP (it being understood that any changes to generally accepted accounting principles after the Issue Date shall be disregarded in making this determination and that any obligation that would not be characterized as a capital lease obligation but for such changes, shall for all purposes under this Indenture (including, without limitation, the calculation of Consolidated Net Income and EBITDA) not be treated as capital lease obligations, Capitalized Lease Obligations or Indebtedness).

“Cash Equivalents” means:

(1) United States dollars, Euros, Pounds Sterling, Canadian Dollars, Australian Dollars and Swedish Krona (including such United States dollars, Euros, Pounds Sterling, Canadian Dollars, Australian Dollars and Swedish Krona as are held as overnight bank deposits and demand deposits with banks);

(2) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(3) obligations maturing not more than one (1) year after such time issued or guaranteed by the government of a country (“OECD Country”) that is a member of the Organization for Economic Cooperation and Development or any agency thereof that is rated at least A by S&P or A by Moody’s;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $100.0 million:

(5) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P and in each case maturing within 24 months after the date of creation thereof;

(6) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively, and in each case maturing within 24 months after the date of creation thereof;

(7) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having one of the two highest ratings obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency) with maturities of 24 months or less from the date of acquisition;

(8) repurchase obligations of any lender or of any commercial bank satisfying (at the time of acquisition) the requirements of clause (4) of this definition, having a term of not more than ninety (90) days, with respect to securities issued or fully guaranteed or insured by the United States government;

(9) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed or insured by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated either (I) A or better by S&P or A or better by Moody’s or (II) SP1 or better by S&P or V-MIG 1 or better by Moody’s;

(10) securities issued or directly and fully guaranteed or insured by any OECD Country or any instrumentality or agency thereof (provided that the full faith and credit of such OECD Country is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition and rated either (I) at least A by S&P or A by Moody’s or (II) at least SP1 by S&P or V-MIG by Moody’s;

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(11) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of any OECD Country, by any political subdivision or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated either (I) at least A by S&P or A by Moody’s or (II) at least SP1 by S&P or V-MIG by Moody’s;

(12) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any lender or any commercial bank satisfying the requirements of clause (4) or (5) of this definition;

(13) Indebtedness or preferred stock issued by Persons with a rating, at the time of acquisition thereof, of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of one (1) year or less from the date of acquisition;

(14) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (13) above; and

(15) in the case of any Restricted Subsidiary organized or having its principal place of business outside of the United States, Investments of comparable tenor and credit quality to those described in the foregoing clauses (1) through (14) customarily utilized in countries in which such Restricted Subsidiary operates.

Notwithstanding the foregoing, “Cash Equivalents” shall include amounts denominated in currencies other than those set forth in clause (1) above; provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the ultimate “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person or group shall be deemed to have “beneficial ownership” of all Equity Interests that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Voting Stock in Parent or the Issuer; or

(2) after the consummation of an initial public offering, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Parent or the Issuer (together with any new directors whose election by the Board of Directors or whose nomination for election by the equityholders of Parent or the Issuer was approved by a vote of a majority of the directors of Parent or the Issuer then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of Parent’s or the Issuer’s Board of Directors then in office; or

(3) (a) all or substantially all of the assets of Parent and the Restricted Subsidiaries are sold or otherwise transferred to any Person other than a Wholly-Owned Restricted Subsidiary or one or more Permitted Holders or (b) Parent or the Issuer consolidates or merges with or into another Person or any Person consolidates or merges with or into Parent or the Issuer, in any case under this clause (3), in one transaction or a series of related transactions in which immediately after the consummation thereof Persons beneficially owning (as defined above in clause (1)), directly or indirectly, all the Voting Stock of Parent or the Issuer, as the case may be, immediately prior to such consummation do not beneficially own (as defined above in clause (1)), directly or indirectly, Voting Stock representing a majority of the total voting power of the Voting Stock of Parent or the Issuer, as the case may be, or the surviving or transferee Person.

“Clearstream” means Clearstream Banking, Société Anonyme, and any successor thereto.

“Code” means the Internal Revenue Code of 1986, as amended.

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“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of goodwill and other intangibles, deferred financing fees of such Person and its Restricted Subsidiaries, for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income, including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments, (d) the interest component of Capitalized Lease Obligations, and (e) net cash payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (v) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (w) any expensing of bridge, commitment and other financing fees, (x) any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP, (y) Additional Interest and (z) commissions, discounts yields and other fees and charges (including any interest expense) related to any receivables facility; plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary gains or losses or any non-recurring or unusual gains or losses or expenses (including, without limitation, any expenses related to any severance, relocation expenses and one-time compensation charges or any expenses directly attributable to the implementation of cost-saving initiatives), in each case, less all fees and expenses relating thereto, shall be excluded,

(2) the cumulative effect of a change in accounting principles during such period shall be excluded,

(3) any after-tax effect of income (loss) attributable to discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,

(5) the Net Income (but not loss) for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Parent shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period by such Person and shall be decreased by the amount of any losses that have been funded with cash from Parent or a Restricted Subsidiary during such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income (but not loss) for such period of any Restricted Subsidiary (other than the Issuer or any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination

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permitted, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of Parent will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to Parent or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of adjustments (including the effects of such adjustments pushed down to Parent and its Restricted Subsidiaries) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to any consummated acquisition (including the Transaction) and any increase in amortization or depreciation or other non-cash charges resulting therefrom and any write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(9) any non-cash gains and losses due solely to fluctuations in currency values in accordance with GAAP shall be excluded,

(10) any fees, charges, costs and expenses incurred in connection with the Transaction (including any cash compensation expense) shall be excluded,

(11) costs or expenses incurred by Parent or a Restricted Subsidiary to assess and improve its internal controls and procedures for financial reporting in order to be in compliance with the requirement of the Sarbanes-Oxley Act of 2002 upon completion of the exchange offer or effectiveness of a shelf registration statement as required by the Registration Rights Agreement,

(12) to the extent covered by insurance and actually reimbursed, or, so long as Parent has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so excluded to the extent not so reimbursed within such 365 day period), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded,

(13) any net after-tax gains or losses (including the effect of all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded,

(14) unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness resulting from the application of GAAP shall be excluded,

(15) any charges resulting from the application of Accounting Standards Codification Topic 805 “Business Combinations,” Accounting Standards Codification Topic 350 “Intangibles—Goodwill and Other,” Accounting Standards Codification Topic 360-10-35-15129 “Impairment or Disposal of Long Lived Assets,” Accounting Standards Codification Topic 480-10-25-4 “Distinguishing Liabilities from Equity—Overall—Recognition” or Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures” shall be excluded,

(16) non-cash interest expense resulting from the application of Accounting Standards Codification Topic 470-20 “Debt—Debt with Conversion Options—Recognition” shall be excluded,

(17) any expenses or charges related to any Equity Offering, Permitted Investment, acquisition (including earn-out provisions) or Indebtedness permitted to be incurred by the Indenture including a refinancing thereof (in each case, whether or not successful) and any amendment or modification to the terms of any such transactions shall be excluded, and

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(18) any non-cash compensation expense realized from employee benefit plans or other post-employment benefit plans, grants of stock appreciation or similar rights, stock options or other rights to officers, directors and employees of such Person or any of its Restricted Subsidiaries shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clauses (3)(d) and (3)(e) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by Parent and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from Parent and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by Parent or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clauses (3)(d) or (3)(e) of Section 4.07(a) hereof.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered, which office at the date hereof is located at 625 Marquette Ave. Minneapolis, MN 55479, Attention: Corporate Trust Services - Administrator for Ancestry.com Inc., or such other address as the Trustee may designate from time to time by notice to the Holders and the Issuer, or the principal corporate trust office of any successor Trustee (or such address as such successor Trustee may designate from time to time by notice to the Holders and Parent).

“Credit Facilities” means, with respect to Parent or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Secured Credit Facility, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09(b)(1) hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

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“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provisions of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by Parent or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of Parent, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of or collection of such Designated Non-cash Consideration.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is putable or exchangeable), or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Parent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Restricted Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof or the District of Columbia, other than any such Restricted Subsidiary (i) of a controlled foreign corporation within the meaning of Section 957 of the Code (a “CFC”) or (ii) that has no material assets other than capital stock of one or more Foreign Subsidiaries that are CFCs.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital gains, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges of such Person for such period to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities and severance costs; plus

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(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(g) any costs or expense incurred by Parent or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan (including, without limitation, phantom stock plans and cash settled stock plans) or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of Parent or net cash proceeds of an issuance of Equity Interest of Parent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof; plus

(h) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights; plus

(i) the amount of management, monitoring, consulting and advisory fees and related expenses paid (or any accruals related to such fees or related expenses) during such period to the Sponsors and the amount of any directors’ fees or reimbursements, including pursuant to the Management Agreement, in each case, to the extent permitted under Section 4.11 hereof; plus

(j) earn-out expenses and retention payments resulting from acquisitions in which Parent or any Restricted Subsidiary is required to treat such earn-out expenses and retention payments as compensation costs;

(k) the amount of cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies projected by Parent in good faith to be realized as a result of actions taken or expected to be taken (calculated on a pro forma basis as though such cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (v) such cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies are reasonably identifiable and factually supportable, (w) such cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies are expected to be realized within 12 months of the last day of such period, (x) no cost savings, operating expense reductions, restructuring charges and expense and cost-saving synergies may be added pursuant to this clause (k) to the extent duplicative of any expense or charges relating thereto that are either excluded in computing Consolidated Net Income or included (i.e., added back) in computing “EBITDA” for such period, (y) other than in the case of any such cost savings, operating expense reductions, restructuring charges and expenses and cost saving synergies relating to (A) an acquisition by Parent or any Restricted Subsidiary of Parent of either Capital Stock of a Person such that such Person shall become a Restricted Subsidiary of Parent or all or substantially all of the properties and assets of a Person or (B) any other acquisition by Parent or any Restricted Subsidiary of Parent of Capital Stock or property or assets other than in the ordinary course of business, the aggregate amount of cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies added pursuant to this clause (k) shall not exceed 15.0% of EBITDA for such four quarter period (calculated on a pro forma basis) and (z) such adjustments may be incremental to (but not duplicative of) pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”);

(l) the amount of any minority interest expense deducted in computing Consolidated Net Income;

(m) actual expenses incurred in connection with obtaining and maintaining private credit ratings; and

(n) the tax effect of any items excluded from the calculation of Consolidated Net Income pursuant to clauses (1), (3), (4), (8) and (13) of the definition thereof;

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(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from Hedging Obligations for currency exchange risk); plus or minus, as applicable,

(c) any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative, all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in accordance with GAAP.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of Parent or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to Parent’s or any direct or indirect parent company’s common stock registered on Form S-8;

(2) issuances to any Subsidiary of Parent; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system, and any successor thereto.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” has the meaning set forth in the preamble to this Indenture.

“Exchange Offer Registration Statement” means the registration statement filed with the SEC in connection with the Registered Exchange Offer.

“Excluded Contribution” means net cash proceeds and Cash Equivalents received by Parent from:

(a) contributions to its common equity capital; and

(b) the sale (other than to a Subsidiary of Parent or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Parent) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock and other than to the extent used to incur Indebtedness pursuant to Section 4.09(b)(20) hereof),

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate and which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Excluded Subsidiaries” means (a) any non-Wholly-Owned Subsidiary of Parent (other than a non-Wholly-Owned Subsidiary that guarantees any other capital markets Indebtedness of the Issuer or a Guarantor), (b) any Immaterial Subsidiary, (c) any Receivables Subsidiary or (d) any Foreign Subsidiary of the Issuer.

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“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith; provided that if the fair market value is equal to or exceeds $50.0 million, such determination shall be made in good faith by the Board of Directors of Parent.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that Parent or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility or other incurrence of Indebtedness for working capital purposes pursuant to working capital facilities unless, in each case, such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by Parent or any of its Restricted Subsidiaries during the reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (and the change in any associated Fixed Charges and the change in EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into Parent or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or discontinued operation had occurred at the beginning of the applicable period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of Parent and may include, without duplication, cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies resulting from such Investment, acquisition, disposition, merger, consolidation or discontinued operation or other transaction (including the Transaction), in each case calculated in a manner consistent with clause (1)(k) of the definition of “EBITDA” herein. For the avoidance of doubt, the actual adjustments set forth in the computation of Transaction Adjusted EBITDA as described in the Offering Memorandum shall be deemed to comply with the standards set forth in the immediately preceding sentence. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of Parent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as Parent may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of such Person during such period; and

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(3) all cash dividends or other distributions paid or accrued (excluding items eliminated in consolidation) on any series of Disqualified Stock of such Person during such period.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary other than a Domestic Restricted Subsidiary.

“GAAP” means generally accepted accounting principles in the United States as in effect on the Issue Date; provided that the financial statements and other financial information required by Section 4.03 hereof shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time.

“Global Note Legend” means the legend set forth in Section 2.06(f)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b) or 2.06(d) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture.

“Guarantor” means Parent and each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) any interest rate protection agreements including, without limitation, interest rate swap agreements, interest rate cap agreements and interest rate collar agreements;

(2) any foreign exchange contracts, currency swap agreements or other agreements or arrangements designed to protect such Person against fluctuations in interest rates or foreign exchange rates;

(3) any commodity futures contract, commodity option or other similar arrangement or agreement designed to protect such Person against fluctuations in the prices of commodities; and

(4) indemnity agreements and arrangements entered into in connection with the agreements and arrangements described in clauses (1), (2) and (3) above.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Immaterial Domestic Subsidiary” means each Restricted Subsidiary that is a Domestic Restricted Subsidiary which, as of the most recent four fiscal quarter period of Parent for which internal financial statements of Parent are available, (i) contributed less than 5.0% of EBITDA of Parent and the Restricted Subsidiaries and (ii) had assets with a net book value of less than 5.0% of Total Assets as of such date; provided, however, that, if at any time the aggregate amount of EBITDA of Parent and the Restricted Subsidiaries or Total Assets, as applicable, attributable to all Restricted Subsidiaries (other than Restricted Subsidiaries that are Excluded Subsidiaries pursuant

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to clauses (a), (c) or (d) of the definition of “Excluded Subsidiaries”) that are Immaterial Domestic Subsidiaries exceeds 7.5% of EBITDA of Parent and all of the Restricted Subsidiaries for any such four-quarter period or 7.5% of Total Assets as of such date, as applicable, then such Restricted Subsidiary or Restricted Subsidiaries shall no longer be deemed Immaterial Domestic Subsidiaries to the extent of such excess.

“Immaterial Foreign Subsidiary” means each Restricted Subsidiary that is a Foreign Subsidiary which, as of the most recent four fiscal quarter period of Parent for which internal financial statements of Parent are available, contributed less than 10.0% of consolidated net revenues of Parent and the Restricted Subsidiaries for such four-quarter period; provided, however, that, if at any time the aggregate amount of consolidated net revenues of Parent and the Restricted Subsidiaries attributable to all Restricted Subsidiaries (other than Restricted Subsidiaries that are Excluded Subsidiaries pursuant to clauses (a), (c) or (d) of the definition of “Excluded Subsidiaries”) that are Immaterial Foreign Subsidiaries exceeds 10.0% of consolidated net revenues of Parent and all of the Restricted Subsidiaries for any such four-quarter period, then such Restricted Subsidiary or Restricted Subsidiaries shall no longer be deemed Immaterial Foreign Subsidiaries to the extent of such excess.

“Immaterial Subsidiary” means, collectively each Immaterial Domestic Subsidiary and each Immaterial Foreign Subsidiary.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes an accrued expense or trade payable or similar obligation to a trade creditor, in each case, accrued in the ordinary course of business that are not overdue by 90 days or more or are being contested in good faith and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any Obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) above of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) above of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided that if such Indebtedness has not been so assumed the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at the date of determination and (B) the amount of the Indebtedness so secured;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include Contingent Obligations incurred in the ordinary course of business.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with Article IX hereof.

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“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of Parent, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” has the meaning set forth in the preamble to this Indenture.

“Initial Purchasers” means Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC and HSBC Securities (USA) Inc.

“interest” means, with respect to the Notes, interest and Additional Interest, if any, on the Notes (regardless of whether so stated).

“Interest Payment Date” means June 15 and December 15 of each year to stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or equivalent) by Moody’s and BBB- (or equivalent) by S&P, or an equivalent rating by any Successor Rating Agency.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of Parent in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

(1) “Investments” shall include the portion (proportionate to Parent’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of Parent at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Parent shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) Parent’s “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to Parent’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.

“Issue Date” means the date of original issuance of the Initial Notes under this Indenture.

“Issuer” has the meaning set forth in the preamble to this Indenture, until a successor replaces it in accordance with Section 5.01 hereof and, thereafter, means the successor.

“Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of Parent, and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or place of payment.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

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“Management Agreement” means the Transaction and Monitoring Fee Agreement, dated on or before the Issue Date, among the Issuer, Permira Advisers L.L.C. and Spectrum Equity Investors V, L.P. or Affiliates thereof.

“Merger Agreement” means the Agreement and Plan of Merger dated as of October 21, 2012 by and among Global Generations International Inc., Global Generations Merger Sub Inc. and Ancestry.com Inc., as the same may be amended prior to the Issue Date.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined on a consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds (including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof)) received by Parent or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Secured Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by Parent or any of the Restricted Subsidiaries determined in good faith as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by Parent or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (fixed or contingent) associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” has the meaning set forth in the preamble to this Indenture.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness; provided that Obligations with respect to the Notes shall not include fees or indemnification obligations in favor of the Trustee and other third parties other than the Holders.

“Offering Memorandum” means the offering memorandum, dated December 17, 2012, relating to the sale of the Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, any Assistant Treasurer, the Controller or the Secretary of Parent.

“Officer’s Certificate” means a certificate signed on behalf of Parent by an Officer of Parent that meets the requirements set forth in this Indenture and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to Parent, any Subsidiary of Parent or the Trustee.

“Parent” has the meaning set forth in the preamble to this Indenture, until a successor replaces it in accordance with Section 5.01 hereof and, thereafter, means the successor.

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“Pari Passu Indebtedness” means, with respect to the Issuer or any Guarantor, Indebtedness of the Issuer or such Guarantor unless, with respect to any item of Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding or any other agreement governing the terms of such Indebtedness expressly provides that such Indebtedness shall be subordinated in right of payment to any other item of Indebtedness of the Issuer or such Guarantor. Notwithstanding the foregoing, “Pari Passu Indebtedness” shall not include:

(i) Indebtedness of Parent owed to any Restricted Subsidiary or Indebtedness of any such Restricted Subsidiary owed to Parent or any other Restricted Subsidiary of such Restricted Subsidiary; or

(ii) Indebtedness incurred in violation of this Indenture.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Replacement Assets or a combination of Replacement Assets and cash or Cash Equivalents between Parent or any Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

“Permitted Genealogical Data Acquisitions” means Investments consisting of the acquisition by Parent or any of its Restricted Subsidiaries of genealogical, historical and/or DNA data or any acquisition by Parent or any of its Restricted Subsidiaries of the Equity Interests of another Person for which the primary purpose of consummating such acquisition is to obtain genealogical, historical and/or DNA data.

“Permitted Holders” means each of the Sponsors and members of management of Parent (or its direct or indirect parent or Subsidiary) on the Issue Date who are holders of Equity Interests of Parent (or any of its direct or indirect parent companies) and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, the Sponsors and such members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Parent or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in Parent or any of its Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents;

(3) any Investment by Parent or any of its Restricted Subsidiaries in a Person if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Parent or a Restricted Subsidiary, and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date, and any extension, modification or renewal of any Investments existing on the Issue Date, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increases thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case, pursuant to the terms of such Investment as in effect on the Issue Date);

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(6) any Investment acquired by Parent or any of its Restricted Subsidiaries in compromise of, or in respect of, obligations of, claims against or disputes with, any Person (other than Parent or any Restricted Subsidiary or Affiliate), including, but not limited to:

(a) in exchange for any other Investment or accounts receivable held by Parent or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by Parent or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;

(8) Investments made with the net cash proceeds of, or the payment for which consists of, Equity Interests (exclusive of Disqualified Stock) of Parent, or any of its direct or indirect parent companies; provided, however, in each case, that such cash proceeds or such Equity Interests, as the case may be, will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

(9) guarantees of Indebtedness permitted under Section 4.09 hereof;

(10) [intentionally omitted];

(11) any Investment by Parent or any Restricted Subsidiary in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Financing; provided, however, that any Investment in a Receivables Subsidiary is in the form of a purchase money note, contribution of additional receivables or an Equity Interest;

(12) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $100.0 million and (y) 5.0% of Total Assets of Parent (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(13) loans and advances to, or guarantees of Indebtedness of, officers, directors and employees in an amount not to exceed $2.0 million at any time outstanding;

(14) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business consistent with past practice;

(15) advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of Parent or the Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business;

(16) lease, utility and other similar deposits in the ordinary course of business;

(17) Investments consisting of the licensing or contribution of intellectual property (including grants, licenses or sublicenses of software, technology, patents, trademarks, copyrights, know-how, trade secrets, content (including genealogical, history and DNA content), databases and any other intellectual property) pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;

(18) Investments in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (18) that are at that time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed the greater of (x) $125.0 million and (y) 6.0% of Total Assets of Parent at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

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(19) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(20) Investments received in satisfaction of judgments or in settlements of debt or compromises of obligations incurred in the ordinary course of business;

(21) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business;

(22) Investments in the ordinary course of business consisting of (a) endorsements for collection or deposit and (b) customary trade arrangements with customers consistent with past practices;

(23) Investments made in the ordinary course of business and consistent with past practice in connection with obtaining, maintaining or renewing client contracts and loans or advances made to distributors in the ordinary course of business and consistent with past practice;

(24) advances, loans, rebates and extensions of credit (including the creation of receivables) to suppliers, customers and vendors, and performance guarantees, in each case in the ordinary course of business;

(25) the acquisition of assets or Capital Stock solely in exchange for the issuance of common Equity Interests of Parent;

(26) Permitted Genealogical Data Acquisitions having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (26) that are at that time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed $10.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

(27) Investments by Parent or its Restricted Subsidiaries in joint ventures not to exceed $50.0 million at any one time outstanding (without giving effect to the sale of an Investment to the extent the proceeds of such sale do not consist of cash or marketable securities and with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value).

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens, imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review and for which adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet (i) overdue for a period of more than 30 days or (ii) subject to penalties for nonpayment, or which are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

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(4) Liens to secure public or statutory obligations, surety, stay, appeal, indemnity, bid, performance and similar bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens (i) securing Indebtedness permitted to be incurred pursuant to clause (4) or (17) of Section 4.09(b) hereof; provided that such Liens incurred pursuant to clause (17) extend only to the property and assets of Foreign Subsidiaries that are not Guarantors securing such Indebtedness and (ii) on property and assets of Foreign Subsidiaries that are not Guarantors securing additional Indebtedness of Foreign Subsidiaries that are not Guarantors incurred pursuant to Section 4.09 hereof;

(7) Liens existing on the Issue Date (other than Liens in favor of secured parties under the Senior Secured Credit Facility);

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by Parent or any of its Restricted Subsidiaries;

(9) Liens on property at the time Parent or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into Parent or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by Parent or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to Parent or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of Parent or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases or consignments entered into by Parent and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer or any Guarantor;

(16) Liens on equipment of Parent or any of its Restricted Subsidiaries granted in the ordinary course of business to Parent’s clients;

(17) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9) and any Lien permitted by clause (C) of Section 4.12(a) hereof; provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding

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principal amount or in the case of Indebtedness described under clauses (6), (7), (8) and (9) only, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(18) deposits made in the ordinary course of business to secure liability to insurance carriers;

(19) other Liens securing Obligations incurred in the ordinary course of business which Obligations do not exceed at any one time outstanding the greater of (x) $50.0 million and (y) 2.5% of Total Assets of Parent;

(20) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(5) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(21) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation and exportation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or any comparable or successor provision) on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry;

(23) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Parent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Parent or any of its Restricted Subsidiaries in the ordinary course of business;

(26) Liens on accounts receivable and related assets contemplated by a Qualified Receivables Financing;

(27) Liens on property or assets securing Indebtedness used to defease or to satisfy and discharge the Notes in their entirety; provided that the incurrence of such Indebtedness and such defeasance or satisfaction and discharge were not prohibited by this Indenture;

(28) Non-recourse Liens on the Equity Interests of an Unrestricted Subsidiary to secure Obligations of such Unrestricted Subsidiary;

(29) Liens on Equity Interests deemed to exist in connection with any options, put and call arrangements, rights of first refusal and similar rights relating to Investments in Persons that are not Subsidiaries under this Indenture;

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(30) grants, licenses or sublicenses of software, technology, patents, trademarks, copyrights, know-how, trade secrets, content (including genealogical, historical and DNA content), databases and any other intellectual property in the ordinary course of business;

(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(32) Liens incurred to secure cash management services (and other “bank products”), owed to a lender under the Senior Secured Credit Facility in the ordinary course of business;

(33) Liens on receivable and related assets including proceeds thereof being sold in factoring arrangements entered into in the ordinary course of business;

(34) restrictions on dispositions of assets to be disposed of pursuant to merger agreements, stock or asset purchase agreements and similar agreements;

(35) customary options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures and partnerships; and

(36) customary Liens on deposits required in connection with the purchase of property, equipment and inventory, in each case incurred in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Receivables Financing” means any transaction or series of transactions entered into by Parent or any of its Restricted Subsidiaries pursuant to which Parent or any of its Restricted Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by Parent or any of its Restricted Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of Parent or any of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted.

“Rating Agencies” mean Moody’s and S&P; provided that if S&P, Moody’s or any Successor Rating Agency (as defined below) shall cease to be in the business of providing rating services for debt securities generally, Parent shall be entitled to replace any such Rating Agency or Successor Rating Agency, as the case may be, which has ceased to be in the business of providing rating services for debt securities generally with a security rating agency which is in the business of providing rating services for debt securities generally and which is nationally recognized in the United States (such rating agency, a “Successor Rating Agency”).

“Receivables Subsidiary” means a Subsidiary of Parent (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with Parent or its Restricted Subsidiaries in which Parent or any Restricted Subsidiary makes an Investment and to which Parent or any Restricted Subsidiary transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts

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receivable of Parent and its Restricted Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of Parent (as provided below) as a Receivables Subsidiary and:

(a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by Parent or any of its Restricted Subsidiaries (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates Parent or any other Subsidiary of Parent in any way other than pursuant to Standard Securitization Undertakings, or (iii) subjects any property or asset of Parent or any other Subsidiary of Parent, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(b) with which neither Parent nor any of its Restricted Subsidiaries has any material contract, agreement, arrangement or understanding other than on terms which Parent reasonably believes to be no less favorable to Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Parent, and

(c) to which neither Parent nor any of its Restricted Subsidiaries has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of Parent shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Record Date” for the interest payable on any applicable Interest Payment Date means June 1 or December 1 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registered Exchange Offer” means the offer by the Issuer, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.

“Registration Rights Agreement” means (a) the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuer, Parent and the Initial Purchasers and (b) other similar registration rights agreements relating to any Additional Notes.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the applicable Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(f)(iii) hereof.

“Replacement Assets” means (a) substantially all the assets of a business operating or engaged in a Similar Business, (b) Capital Stock in any Person operating or engaged in a Similar Business that results in the Issuer or another of the Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such Person such that it constitutes a Restricted Subsidiary or (c) any other property or assets used or useful in a Similar Business.

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“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, trust officer, assistant trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Parent (including any Foreign Subsidiary and the Issuer) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by Parent or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by Parent or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of Parent or any of its Restricted Subsidiaries secured by a Lien.

“Secured Net Leverage Ratio” means, as of the date of determination, the ratio of (a) the Secured Indebtedness of Parent and its Restricted Subsidiaries as of such date of determination less the amount of cash and Cash Equivalents (excluding restricted cash) held by Parent and its Restricted Subsidiaries as of such date of determination, in each case, determined after giving pro forma effect to such incurrence of Indebtedness, and each other incurrence, assumption, guarantee, redemption, retirement and extinguishment of Indebtedness as of such date of determination to (b) EBITDA of Parent and its Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available. For purposes of determining the “Secured Net Leverage Ratio,” “EBITDA” shall be subject to the adjustments applicable to “EBITDA” as provided for in the definition of “Fixed Charge Coverage Ratio.”

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Secured Credit Facility” means the credit facilities under the credit agreement to be entered into as of the Issue Date, by and among, the Issuer, as borrower, the lenders party thereto, and Barclays Bank PLC, as administrative agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or

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other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).

“Shelf Registration Statement” means a registration statement filed by the Issuer in connection with the offer and sale of Initial Notes pursuant to the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by Ancestry.com Inc. and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, complementary, incidental or ancillary thereto.

“Sponsors” means Permira Advisers LLC, AlpInvest Partners B.V., GIC Special Investments Pte Ltd, Spectrum Equity Investors V, L.P., Esta Investments Pte Ltd. and each of their Affiliates, but not including any of their portfolio companies.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by Parent or any Subsidiary of Parent, which Parent has determined in good faith to be customary in an accounts receivable securitization transaction.

“Subordinated Indebtedness” means, with respect to the Notes or the Guarantee of a Guarantor,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes or the Guarantee of a Guarantor.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantors” means all of Parent’s direct and indirect Restricted Subsidiaries that provide a Guarantee of the Notes in accordance with the Indenture.

“Total Assets” means the total assets of Parent and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of Parent and its Restricted Subsidiaries and computed in accordance with GAAP. Total Assets shall be calculated after giving effect to the transaction giving rise to the need to calculate Total Assets.

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“Transaction” means the transactions contemplated by the Merger Agreement, the issuance of the Notes and the entry into and borrowings under the Senior Secured Credit Facility, to be consummated in connection with the foregoing on the Issue Date.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to December 15, 2016; provided, however, that if the period from the Redemption Date to December 15, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of Parent which at the time of determination is an Unrestricted Subsidiary (as designated by Parent, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

Parent may designate any Subsidiary of Parent (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, Parent or any Subsidiary of Parent (other than solely any Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by Parent;

(2) such designation complies with Section 4.07 hereof; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of Parent or any Restricted Subsidiary.

Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and Parent could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in Section 4.09(a) hereof.

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Any such designation by Parent shall be notified by Parent to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of Parent or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) promulgated under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person that is a Wholly-Owned Subsidiary.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

Term	Defined in Section
“Additional Interest Notice”	2.14
“Affiliate Transaction”	4.11
“Asset Sale Offer”	4.10
“Authentication Order”	2.02
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Initial Lien”	4.12
“Legal Defeasance”	8.02
“Note Register”	2.03
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Purchase Date”	3.09
“Redemption Date”	3.07
“Refinancing Indebtedness”	4.09
“Registrar”	2.03
“Restricted Payments”	4.07
“Reversion Date”	4.16
“Successor Company”	5.01
“Successor Person”	5.01
“Suspended Covenants”	4.16
“Suspension Date”	4.16
“Suspension Period”	4.16
“Treasury Capital Stock”	4.07

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Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture expressly refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(b) words in the singular include the plural, and in the plural include the singular;

(c) “will” shall be interpreted to express a command;

(d) references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(e) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

(f) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;

(g) words used herein implying any gender shall apply to both genders; and

(h) the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation.”

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to Parent or the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee, Parent and the Issuer, if made in the manner provided in this Section 1.05.

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(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date, if there is to be a record date, shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC, that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and any Person that is the Holder of a Global Note, including DTC, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuer may, at its option, fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

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ARTICLE II

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage in addition to those provided for in Exhibit A hereto. Each Note shall be dated the date of its authentication. The Notes shall be in minimum amounts of $2,000 and integral multiples of $1,000 in excess of $2,000.

(b) Global Notes.

(i) Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such aggregate principal amount of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions and transfers of interests therein. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(ii) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to Section 2.06 hereof and the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel such Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as provided in this Indenture.

(c) Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the Depositary or by the Trustee as custodian for the Depositary, and the Depositary shall be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the Applicable Procedures or the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(d) Terms. The aggregate principal amount of Initial Notes that may be authenticated and delivered under this Indenture on the Issue Date is $300,000,000, and the aggregate amount of Additional Notes that may be authenticated and delivered under this Indenture is unlimited (so long as not otherwise prohibited by the terms of this Indenture, including Section 4.09 hereof). With respect to any Additional Notes, Parent shall set forth in (1) a resolution of the Board of Directors of Parent and (2) (i) an Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information:

(A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

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(B) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and

(C) whether such Additional Notes shall be either Restricted Definitive Notes or Restricted Global Notes.

In authenticating and delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition to the Opinion of Counsel and Officer’s Certificate required by Section 12.04 hereof, an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes.

In addition, Exchange Notes may be authenticated and delivered under this Indenture for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement in a like principal amount of the Initial Notes or Additional Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article III.

(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in a Regulation S Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

One Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order directing authentication (an “Authentication Order”), authenticate and deliver the Initial Notes specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver (i) any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder and (ii) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Unless otherwise provided in such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent shall have the same rights as the Trustee to deal with Holders, the Issuer or an Affiliate of the Issuer.

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Section 2.03 Registrar and Paying Agent.

The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (the “Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) of this Section 2.03 above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. Parent or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuer initially appoints the Trustee to act as the Paying Agent and Registrar for the Notes. The Trustee will also act as Custodian for the Depositary with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall notify the Trustee in writing of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it relating to the Notes to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than Parent or one of its Subsidiaries) shall have no further liability for the money. If Parent or one of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any Event of Default under Sections 6.01(6) or (7) hereof, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Section 312(a) of the Trust Indenture Act. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Section 312(a) of the Trust Indenture Act.

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 90 days; (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes; or (iii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes (provided, however, that the Regulation S Temporary Global Note may not be exchanged for Definitive Notes prior to (1) the expiration of the Restricted Period and (2)

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the receipt by the Registrar of any certificates required by Rule 903(b)(3)(ii)(B)). Upon the occurrence of any of the preceding events in subclauses (i), (ii) or (iii) of this Section 2.06(a) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in subclauses (i), (ii) or (iii) of this Section 2.06(a) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) of this Section 2.06(b) below, as applicable, as well as one or more of the other following subparagraphs of this Section 2.06(b), as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend and any Applicable Procedures; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. Except as may be required by any Applicable Procedures, no written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) if permitted under Section 2.06(a) hereof, a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

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(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;

(C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) of this Section 2.06(b)(iv) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) of this Section 2.06(b)(iv) above.

Beneficial interests in an Unrestricted Global Note may not be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i), (ii) or (iii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

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(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to Parent or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06 (c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subclause (i), (ii) or (iii) of Section 2.06(a) hereof and if:

(A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;

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(C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D) an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subclause (i), (ii) or (iii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

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(E) if such Restricted Definitive Note is being transferred to Parent or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of, in the case of clause (A) of this Section 2.06(d)(i) above, the applicable Restricted Global Note, in the case of clause (B) of this Section 2.06(d)(i) above, the applicable 144A Global Note, and in the case of clause (C) of this Section 2.06(d)(i) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by the applicable Registration Rights Agreement;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;

(C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a written request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a corresponding amount pursuant to Section 2.06(g) hereof the aggregate principal amount of one of the Unrestricted Global Notes.

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If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) of this Section 2.06(d) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon written request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to a Registered Exchange Offer and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, makes any and all certifications required in the applicable letter of transmittal (or is deemed to have made such certifications if delivery is made through the Applicable Procedures) as may be required by such Registration Rights Agreement;

(B) such transfer is effected pursuant to a Shelf Registration Statement in accordance with the applicable Registration Rights Agreement;

(C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer Registration Statement in accordance with the applicable Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (D), an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a written request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraphs (B), (C) and (D) of this Section 2.06(f)(i) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

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(C) After a transfer of any Initial Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial Notes, all requirements pertaining to the Private Placement Legend on such Initial Notes shall cease to apply and the requirements that any such Initial Notes be issued in global form shall continue to apply.

(D) Upon the consummation of a Registered Exchange Offer with respect to the Initial Notes pursuant to which Holders of such Initial Notes are offered Exchange Notes in exchange for their Initial Notes, all requirements pertaining to Initial Notes that Initial Notes be issued in global form shall continue to apply, and Exchange Notes in global form without the Private Placement Legend shall be available to Holders that exchange such Initial Notes in such Registered Exchange Offer.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.”

(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the

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Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and, if the Registrar and the Trustee are not the same entity, notice to the Trustee of such exchange or transfer an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, the aggregate principal amount of such other Global Note shall be increased in a corresponding amount pursuant to this Section 2.06(g) and if the Registrar and the Trustee are not the same entity, notice to the Trustee of such exchange or transfer an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s written request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day such notice was sent, (B) to register the transfer of or to exchange any Note so selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii) At the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.02 hereof.

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(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronically (in PDF format).

(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Neither the Trustee nor any Trustee agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Registrar and the Paying Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. At the Issuer’s request, such Holder shall reimburse the Issuer for its expenses in replacing a Note.

Every replacement Note issued in accordance with this Section 2.07 is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because Parent or an Affiliate of Parent holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than Parent, a Subsidiary or an Affiliate of any thereof) holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by Parent, or by any Affiliate of Parent, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the pledged Notes and that the pledgee is not Parent or any obligor upon the Notes or any Affiliate of Parent or of such other obligor.

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Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a special record date, which may be after the existing record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of such special record date and in any event at least 20 days before such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall send or cause to be sent, via electronic transmission or by first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP or ISIN Numbers.

The Issuer in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP or ISIN numbers in notices, including notices of redemption, exchange or offers to purchase as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any related redemption, exchange or offers to purchase shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee in writing of any change in the CUSIP or ISIN numbers. Additional Notes issued under this Indenture may have the same or differing CUSIP or ISIN numbers as those given to the Initial Notes or the Exchange Notes.

Section 2.14 Additional Interest.

In the event that the Issuer is required to pay Additional Interest to holders of Notes pursuant to the Registration Rights Agreement, the Issuer will provide written notice (“Additional Interest Notice”) to the Trustee of its obligation to pay Additional Interest 15 or more days prior to the proposed payment date for the Additional

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Interest to the extent reasonably practicable, but in no event later than five Business Days prior to such proposed payment date, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuer on such payment date. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the Additional Interest, or with respect to the nature, extent or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

ARTICLE III

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 15 days before notice of redemption is required to be sent or caused to be sent to Holders pursuant to Section 3.03 hereof but not more than 60 days before a Redemption Date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note or Section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) on a pro rata basis to the extent practicable (or, in the case of Global Notes, the Trustee will select Notes for redemption based on DTC’s method that most nearly approximates a pro rata selection or by such other method that the Trustee shall deem fair and reasonable); or (b) by lot or such other similar method in accordance with the procedures of DTC. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000 in excess of $2,000; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

Subject to Section 3.09 hereof, the Issuer shall send or cause to be sent by electronic delivery or first-class mail notices of redemption at least 15 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be sent more than 60 days prior to a Redemption Date if the notice is issued in connection with Article VIII or Article XI hereof.

The notice shall identify the Notes (including the CUSIP and ISIN numbers) to be redeemed and shall state:

(a) the Redemption Date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

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(d) any conditions to the redemption and the related statements in accordance with the last paragraph of this Section 3.03;

(e) the name and address of the Paying Agent;

(f) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(g) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(h) the paragraph or subparagraph of the Notes or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(i) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least 15 days before notice of redemption is required to be sent or caused to be sent to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

In connection with any redemption of Notes (including with funds in an equal aggregate amount not exceeding the net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the consummation of any related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is sent in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price, subject to one or more conditions precedent to the extent permitted under this Indenture. The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to 11:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. Redemption amounts shall only be paid upon presentation and surrender of any such Notes to be redeemed. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such

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Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Payment of the redemption price and performance of the Issuer’s obligations in connection with any redemption may be performed by another Person.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Definitive Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.

(a) At any time prior to December 15, 2016, the Issuer may redeem all or a part of the Notes, upon prior notice as provided in Section 3.03 hereof, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) On and after December 15, 2016, the Issuer may redeem the Notes, in whole or in part, upon prior notice as provided in Section 3.03 hereof, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 15 of each of the years indicated below:

Year	Percentage
2016		105.500	%
2017		102.750	%
2018 and thereafter		100.000	%

(c) Until December 15, 2015, the Issuer may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 111.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with cash contributed directly or indirectly by Parent or any of its direct or indirect parent companies to the common equity capital of the Issuer in an amount not to exceed the net cash proceeds of one or more Equity Offerings by Parent or any of its direct or indirect parent companies; provided that at least 65% of the sum of the original aggregate principal amount of Notes issued under this Indenture and the original principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

Section 3.08 Mandatory Redemption.

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. However, the Issuer may at any time and from time to time purchase Notes in the open market or otherwise.

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Section 3.09 Offers to Repurchase by Application of Excess Proceeds.

(a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period, the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Any date on which the Issuer purchases the Notes pursuant to an Asset Sale Offer is a “Purchase Date.”

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no Additional Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuer shall send or cause to be sent, by first-class mail or electronic delivery, a notice to each of the Holders, with a copy to the Trustee.

The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and, if required, holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(e) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(i) the Offer Amount, the purchase price and the Purchase Date;

(ii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iii) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(iv) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in a minimum amount of $2,000, or integral multiples of $1,000 in excess thereof;

(v) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vi) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(vii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and the Issuer shall select such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the

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Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in a minimum amount of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and

(viii) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(f) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(g) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary except the Officer’s Certificate required under Section 3.09(e) hereof, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. If required by applicable law, the Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE IV

COVENANTS

Section 4.01 Payment of Notes.

The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of 11:00 a.m. New York City time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. Such Paying Agent shall, upon written request by the Issuer, return to the Issuer promptly, and in any event no later than five Business Days following such request, any money that exceeds such amount of principal, premium, if any, and interest paid on the Notes. If a payment date is not a Business Day, payment may be made on the next succeeding date that is a Business Day.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful and shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.

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The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information.

Whether or not required by the SEC, so long as any Notes are outstanding, Parent will furnish to the Trustee and the Holders, within the time periods specified in the SEC’s rules and regulations (as in effect on the Issue Date) for non-accelerated filers:

(1) all quarterly and annual financial information that would be required to be contained in a filing by a non-accelerated filer with the SEC on Forms 10-Q and 10-K (or any successor or comparable forms) if Parent were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Parent’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if Parent were required to file such reports;

provided that (I) Parent shall not be required to provide any reports pursuant to clause (2) above prior to the earliest of (i) the date it first files an Exchange Offer Registration Statement or Shelf Registration Statement pursuant to the Registration Rights Agreement and (ii) the deadline for consummating a Registered Exchange Offer or filing a Shelf Registration Statement pursuant to the Registration Rights Agreement, (II) prior to the earliest of (i) the date Parent first files an Exchange Offer Registration Statement or Shelf Registration Statement pursuant to the Registration Rights Agreement and (ii) the deadline for consummating a Registered Exchange Offer or filing a Shelf Registration Statement pursuant to the Registration Rights Agreement, the reports described in clause (1) above will not be required to (A) include financial information contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC provided that Parent shall include disclosure relating to the assets, liabilities, net revenues and Transaction Adjusted EBITDA (as defined in the Offering Memorandum) of the non-Guarantor Subsidiaries of Parent in a manner consistent in all material respects with such information provided for in the Offering Memorandum and (B) provide the exhibits required by the reports described in clause (1) above, other than exhibits consisting of financial statements, other financial information or financial schedules; and (III) prior to the earliest of (i) the date the Exchange Offer Registration Statement or Shelf Registration Statement is declared effective by the SEC and (ii) the deadline for consummating a Registered Exchange Offer or filing a Shelf Registration Statement pursuant to the Registration Rights Agreement, (A) Parent shall not be required to file any reports described in clause (2) above with respect to executive compensation matters and (B) Parent shall not be required to file or furnish any exhibits required by the reports described in clause (2) above with respect to material contracts to the extent Parent has determined in good faith that such material contracts may be entitled to confidential treatment as determined by the SEC.

In addition, whether or not required by the SEC, and subject to the time periods set forth in the preceding paragraph, Parent will file a copy of all of the information and reports referred to in clause (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. Parent will be deemed to have furnished to the Holders the reports referred to in clauses (1) and (2) of this Section 4.03 if Parent has either (i) filed such reports with the SEC (and such reports are publicly available) or (ii) posted such reports on the Issuer Website and issued a press release announcing such posting; provided that the

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Trustee shall have no obligation whatsoever to determine if such filing or posting has been made. For purposes of this covenant, the term “Issuer Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address http://www.ancestry.com or such other address as Parent may from time to time designate in writing to the Trustee. The information on the Issuer Website will not otherwise be deemed information being delivered to the Trustee.

Until such time as either the Exchange Offer Registration Statement or Shelf Registration Statement provided for in the Registration Rights Agreement shall have been declared effective by the SEC, Parent shall also (i) not later than ten days after the date on which the annual and quarterly reports required by clause (1) of this Section 4.03 are provided to Holders, hold a live conference call (including a customary question-and-answer session for investors) in order to discuss such information and results of operations for the relevant reporting period and (ii) no fewer than three Business Days prior to the date of the conference call required to be held in accordance with clause (i), issue a press release to the appropriate internationally recognized wire services announcing the date that such information will be made available or the time and date of such conference call and directing Holders, prospective investors and securities analysts to contact the investor relations office of the Issuer to obtain such information or access such conference call. Parent shall for so long as any Notes remain outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

In addition, if at any time any direct or indirect parent company of Parent becomes a Guarantor (there being no obligation of such parent to do so), the reports, information and other documents required to be filed and furnished to the Holders pursuant to this Section 4.03 may, at the option of Parent, be filed by and be those of such parent rather than Parent; provided that, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Parent and its Restricted Subsidiaries on a standalone basis, on the other hand.

In addition, the report requirements described in the first paragraph of this Section 4.03 shall be deemed satisfied prior to the commencement, if required, of a Registered Exchange Offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, if such registration statement or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in the first paragraph of this Section 4.03. For the avoidance of doubt, this Section 4.03 will not require Parent or the Restricted Subsidiaries to provide or file any information pursuant to the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC that would not otherwise be applicable to them.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Parent’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Notwithstanding anything herein to the contrary, (a) Parent will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(3) hereof until 120 days after the date any report hereunder is due and (b) any failure to comply with this Section 4.03 shall be automatically cured when Parent or any direct or indirect parent of Parent, as the case may be, provides all required reports to the Holders.

Section 4.04 Compliance Certificate.

(a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of Parent and the Restricted Subsidiaries during the preceding fiscal year have been made under the supervision of the signing Officer with a view to determining whether Parent and the Issuer has kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge Parent and the Issuer have, during such fiscal year, kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred and be continuing, describing all such Defaults of which he or she may have knowledge and what action Parent and the Issuer are taking or proposes to take with respect thereto).

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(b) Parent shall within ten days after Parent becomes aware that any Default has occurred and is continuing deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action Parent proposes to take with respect thereto, unless such Default has been cured before the end of the ten-day period.

Section 4.05 Taxes.

Parent shall pay or discharge, and shall cause each of the Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, material lawful assessments and material governmental levies except such as are being contested in good faith and by appropriate actions or where the failure to effect such payment or discharge would not reasonably be expected to be adverse in any material respect to the Holders.

Section 4.06 Stay, Extension and Usury Laws.

The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of Parent’s or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(A) dividends, payments or distributions by Parent payable solely in Equity Interests (other than Disqualified Stock) of Parent; or

(B) dividends, payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary that is not a Wholly-Owned Subsidiary of Parent, Parent or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of Parent or any direct or indirect parent of Parent, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value or give any irrevocable notice of redemption with respect thereto, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:

(A) Indebtedness permitted under clauses (7) and (8) of Section 4.09(b) hereof; or

(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(C) the giving of an irrevocable notice of redemption with respect to the transactions described in clauses (2) and (3) of Section 4.07(b) hereof; or

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(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, Parent could incur $1.00 of additional Indebtedness under Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Parent and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (10) and (18) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication):

(a) 50% of the Consolidated Net Income of Parent for the period (taken as one accounting period) beginning October 1, 2012 to the end of Parent’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(b) 100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by Parent since immediately after the Issue Date from the sale of:

(i) Equity Interests of Parent, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of Equity Interests to any future, present or former employees, directors or consultants of Parent, any direct or indirect parent company of Parent and Parent’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; or

(ii) to the extent actually contributed to Parent, Equity Interests of Parent’s direct or indirect parent companies but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of Equity Interests to any future, present or former employees, directors or consultants of Parent, any direct or indirect parent company of Parent and Parent’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; or

(iii) debt securities of Parent that have been converted into or exchanged for such Equity Interests of Parent;

provided, however, that this clause (b) shall not include the proceeds (W) from Equity Interests or convertible debt securities of Parent sold to a Restricted Subsidiary, as the case may be, (X) from Disqualified Stock or debt securities that have been converted into Disqualified Stock, (Y) from Excluded Contributions or (Z) to the extent used to incur Indebtedness pursuant to Section 4.09(b)(20) hereof; plus

(c) 100% of the aggregate amount of cash and the fair market value of marketable securities or other property or assets contributed to the capital of Parent following the Issue Date (other than (i) by a Restricted Subsidiary, (ii) any Excluded Contribution and (iii) to the extent used to incur Indebtedness pursuant to Section 4.09(b)(20) hereof); plus

(d) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of:

(i) the sale or other disposition (other than to Parent or a Restricted Subsidiary) of Restricted Investments made by Parent or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from Parent or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by Parent or its Restricted Subsidiaries, in each case after the Issue Date; or

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(ii) the sale (other than to Parent or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date (other than to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment); plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment.

(b) The foregoing provisions shall not prohibit:

(1) the payment of any dividend or distribution or the consummation of any redemption within 60 days after the date of declaration thereof or the giving of the redemption notice, as applicable, if at the date of declaration or notice such payment would have complied with the provisions of this Indenture;

(2) the redemption, repurchase, retirement or other acquisition of any Equity Interests of Parent or any Equity Interests of any its direct or indirect parent companies (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or a Guarantor in exchange for, or out of the proceeds of a sale (other than to a Restricted Subsidiary) within 60 days thereof of, Equity Interests of Parent (in each case, other than any Disqualified Stock); provided that the amount of any proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clauses (3)(b) and (3)(c) of Section 4.07(a) hereof;

(3) the redemption, repurchase, retirement, defeasance or other acquisition of Subordinated Indebtedness of the Issuer or a Guarantor made in exchange for, or out of the proceeds of, a sale within 60 days thereof of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium paid (including reasonable tender premiums) and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least substantially to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than either (i) the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired or (ii) the date that is six months after the maturity date of the Notes; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition of Equity Interests of Parent or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of Parent, any of its Subsidiaries or any of its direct or indirect parent companies; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $7.5 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $15.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed:

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(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of Parent or any of its direct or indirect parent companies to members of management, directors or consultants of the Parent, any of its direct or indirect parent companies or any of its Subsidiaries that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof or clause (8) of the definition of Permitted Investments; plus

(b) the cash proceeds of key man life insurance policies received by Parent, any of its direct or indirect parent companies or its Restricted Subsidiaries after the Issue Date; less

(c) the amount of any Restricted Payments made in any prior calendar year pursuant to this clause (4);

provided further that cancellation of Indebtedness owing to Parent or the Issuer from directors, officers, consultants and employees of Parent or any of its direct or indirect parent companies or any Restricted Subsidiary in connection with a repurchase of Equity Interests of Parent or any of its direct or indirect parent companies from such Persons will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of Parent or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Fixed Charges”;

(6) repurchases of Equity Interests deemed to occur upon exercise or vesting of stock options, warrants or similar rights if such Equity Interests (i) represent all or a portion of the exercise price of such options or warrants or (ii) are surrendered in connection with satisfying any federal, state or local income tax obligation (including any withholding in respect thereof) incurred in connection with such exercise or vesting;

(7) the repurchase, redemption or other acquisition for value of Equity Interests of Parent representing fractional shares of such Equity Interests in connection with a stock dividend, split or combination or any merger, consolidation, amalgamation or other combination involving Parent;

(8) the redemption, repurchase, retirement or other acquisition, in each case for nominal value per right, of any rights granted to all holders of Equity Interests of Parent pursuant to any stockholders’ rights plan adopted for the purpose of protecting stockholders from unfair takeover tactics; provided that any such redemption, repurchase, retirement or other acquisition of such rights shall not be for the purpose of evading the limitations described under this Section 4.07;

(9) payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or transfer of all or substantially all of Parent’s property or assets that complies with this Indenture; provided that as a result of such merger, consolidation or transfer of all or substantially all of Parent’s property or assets, the Issuer shall have made a Change of Control Offer or Asset Sale Offer and all Notes tendered by Holders in connection therewith shall have been repurchased, redeemed or acquired for value;

(10) the declaration and payment of dividends on Parent’s common stock following the first public offering of Parent’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net proceeds received by or contributed to Parent in or from that or any subsequent public offering, other than public offerings with respect to Parent’s common stock registered on Form S-4 or Form S-8;

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(11) the declaration and payment of dividends or distributions by Parent to, or the making of loans to, its direct parent company or any indirect parent of Parent, in amounts sufficient for any direct or indirect parent company of Parent to pay:

(A) any franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(B) for any taxable period in which (x) Parent is treated as a disregarded entity or a passthrough entity for tax purposes or (y) Parent or any of its Subsidiaries are members of a consolidated, combined, affiliated, unitary or similar tax group of which a direct or indirect parent of Parent is the common parent, the tax liability attributable to Parent and any of its Subsidiaries; provided that (i) the amount of such dividends, distributions, loans or other payments for any taxable year shall not exceed the amount of such taxes that Parent or its Subsidiaries, as applicable, would have been required to pay had Parent or its Subsidiaries, as applicable, been a standalone taxpayer or a stand-alone group and (ii) dividends, distributions, loans or other payments in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to Parent or any of its Subsidiaries for such purpose;

(C) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of Parent to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Parent and the Restricted Subsidiaries;

(D) general corporate overhead expenses of any direct or indirect parent company of Parent (including indemnification claims made by directors or officers of any direct or indirect parent company of Parent) to the extent such expenses are attributable to the ownership or operation of Parent and the Restricted Subsidiaries; and

(E) reasonable fees and expenses incurred by such direct or indirect parent company of Parent in connection with any unsuccessful debt or equity offering by such parent company, Parent or a Restricted Subsidiary of Parent or any unsuccessful acquisition by Parent or a Restricted Subsidiary;

(12) Restricted Payments that are made with Excluded Contributions;

(13) the payment of fees and expenses to the Sponsors or any of their Affiliates (a) pursuant to the Management Agreement in effect on the Issue Date or as such agreement may be amended in accordance with Section 4.11 hereof (so long as any such amendment is not materially disadvantageous to the Holders when taken as a whole as compared to the Management Agreement as in effect on the Issue Date) and (b) for any other financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, in each case to the extent permitted under clause (19) of Section 4.11(b) hereof;

(14) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (14) not to exceed the greater of $50.0 million and 2.5% of Total Assets;

(15) the repurchase, redemption retirement, defeasance or other acquisition of any Subordinated Indebtedness required in accordance with provisions applicable thereto similar to those described under Sections 4.10 and 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(16) cash payments in settlement of restricted stock units not to exceed, in any fiscal year, $5.0 million;

(17) payments in respect of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) relating to their acquisition of, or exercise of options, vesting of restricted Capital Stock or settlement of restricted stock units relating to the Capital Stock of Parent; and

(18) Restricted Payments in an amount not to exceed $82.0 million in the aggregate made to a direct or indirect parent of Parent in connection with the exercise or vesting of stock options, warrants, restricted stock units or similar rights so long as such parent entity contributes the identical amount of such Restricted Payments to Parent or any of its Restricted Subsidiaries on the same day as such Restricted Payments were made (provided that the amounts available under this clause (18) shall be used for any such Restricted Payments described in this clause (18) prior to using any amounts available under any other provision of this Section 4.07);

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provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (13) or (14) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) As of the Issue Date, all of Parent’s Subsidiaries shall be Restricted Subsidiaries. Parent shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by Parent and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment or Permitted Investment in such amount would be permitted at such time pursuant to this Section 4.07 or the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

(d) In the event that a Restricted Payment or Permitted Investment meets the criteria of more than one of the types of Restricted Payments described in the above clauses (including, without limitation Section 4.07(a) hereof) or Permitted Investments described in the definition thereof, Parent and its Restricted Subsidiaries, in their sole discretion, may divide, classify or reclassify all or any portion of such Restricted Payment or Permitted Investment in any manner that complies with this Section 4.07 and such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only the clause or clauses of this Section 4.07 or the definition of “Permitted Investment” to which such Restricted Payment or Permitted Investment has been classified or reclassified.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to Parent or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to Parent or any of the Restricted Subsidiaries;

(2) make loans or advances to Parent or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to Parent or any of the Restricted Subsidiaries.

(b) except (in each case) for such encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Secured Credit Facility and the related documentation;

(2) the Indenture, the Notes, the Guarantees and any Exchange Notes and related exchange guarantees to be issued in exchange for Notes and the Guarantees pursuant to the Registration Rights Agreement;

(3) purchase money obligations and capital lease obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by Parent or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

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(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of Parent pursuant to an agreement that has been entered into for the sale or disposition of some or all of the Capital Stock or assets of such Subsidiary, that impose restrictions on the assets to be sold;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness or place any restriction on Parent’s or its Restricted Subsidiaries’ use of the assets securing such Secured Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of Section 4.09 hereof that impose restrictions solely on such Foreign Subsidiaries party thereto;

(10) existing under, by reason of or with respect to customary provisions in joint venture, operating agreements, asset sale agreements, stock sale agreements, sale and leaseback agreements and other similar agreements;

(11) customary provisions contained in leases or licenses of intellectual property (including grants, licenses or sublicenses of software, technology, patents, trademarks, copyrights, know-how, trade secrets, content (including genealogical, historical and DNA content), databases and any other intellectual property) and other agreements, in each case, entered into in the ordinary course of business;

(12) contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Financing; provided that such restrictions apply only to such Receivables Subsidiary or the receivables that are subject to the Qualified Receivables Financing;

(13) protective Liens filed in connection with a Sale and Lease-Back Transaction permitted under this Indenture;

(14) any other agreement governing Indebtedness entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive taken as a whole with respect to Parent or any Restricted Subsidiary than those in effect on the Issue Date pursuant to agreements in effect on the Issue Date;

(15) any Restricted Investment not prohibited by Section 4.07 hereof and any Permitted Investment;

(16) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of Parent or any Restricted Subsidiary thereof in any manner material to Parent or any Restricted Subsidiary thereof;

(17) existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(18) in the case of the provision described in clause (3) of Section 4.08(a) hereof: (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, or (ii) existing under, by reason of or with respect to (x) purchase money obligations for property acquired in the ordinary course of business or (y) capital leases or operating leases that impose encumbrances or restrictions on the property so acquired or covered thereby;

(19) existing under, by reason of or with respect to Indebtedness of Parent or a Restricted Subsidiary not prohibited to be incurred under this Indenture; provided that (i) such encumbrances or restrictions are ordinary and customary in light of the type of Indebtedness being incurred and the jurisdiction of the obligor and (b) such encumbrances or restrictions will not affect in any material respect Parent’s, the Issuer’s or any Guarantor’s ability to make principal and interest payments on the notes, as determined in good faith by Parent;

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(20) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which Parent or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of Parent or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of Parent or such Restricted Subsidiary or the assets or property of any other Restricted Subsidiary; and

(21) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of this Section 4.08(a) imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (20) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Parent, not materially more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

(b) For purposes of determining compliance with this Section 4.08, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to Parent or a Restricted Subsidiary to other Indebtedness incurred by Parent or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) Parent shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and Parent shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that Parent may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio on a consolidated basis for Parent and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness, Disqualified Stock and Preferred Stock that may be incurred or issued, as applicable, pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors (other than the Issuer) shall not exceed $125.0 million at any one time outstanding.

(b) The provisions of Section 4.09(a) hereof shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by Parent or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $870.0 million outstanding at any one time, less the amount of Indebtedness then outstanding under clause (19) of this Section 4.09(b);

(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by the Notes (including any Guarantee) and Exchange Notes and related exchange guarantees to be issued in exchange for the Notes and the Guarantees pursuant to the Registration Rights Agreement (other than any Additional Notes);

(3) Indebtedness of Parent and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

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(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by Parent or any of its Restricted Subsidiaries to finance the purchase, lease, construction, installation, repair or improvement of property (real or personal) or equipment (including software) that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount (including any refinancing thereof), not to exceed at any time outstanding the greater of (x) $50.0 million and (y) 2.5% of Total Assets of Parent;

(5) Indebtedness incurred by Parent or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, unemployment insurance and other types of social security or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that, upon the drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(6) Indebtedness arising from agreements of Parent or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by Parent and its Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of Parent or the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor (other than the Issuer) is unsecured and expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to Parent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) Indebtedness of a Restricted Subsidiary (other than the Issuer) to Parent or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is unsecured and expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to Parent or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (8);

(9) shares of Preferred Stock of a Restricted Subsidiary issued to Parent or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such other Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Parent or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (9);

(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk;

(11) obligations (including reimbursement obligations with respect to letters of credit and bank guarantees) in respect of performance, bid, appeal and surety bonds and completion guarantees provided by Parent or any of its Restricted Subsidiaries in the ordinary course of business;

(12) Indebtedness or Disqualified Stock of Parent and Indebtedness, Disqualified Stock or Preferred Stock of Parent or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (12) (including any refinancing thereof), does not at any one time outstanding exceed $75.0 million;

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(13) the incurrence by Parent or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund, replace or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses (2), (3), this clause (13) and clauses (14) and (20) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund, replace or refinance such Indebtedness, Disqualified Stock or Preferred Stock including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(a) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded, or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(c) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Parent that is not a Guarantor (other than the Issuer) that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of Parent that is not a Guarantor (other than the Issuer) that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of Parent or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

(14) Indebtedness, Disqualified Stock or Preferred Stock, and any related earn-out obligations (whether constituting Indebtedness at the time of such acquisition or thereafter) of (x) the Issuer or a Guarantor incurred to finance an acquisition or (y) Persons that are acquired by the Issuer or any Guarantor or merged into the Issuer or a Guarantor in accordance with the terms of this Indenture; provided that after giving pro forma effect to such acquisition or merger, either

(a) Parent would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof, or

(b) the Fixed Charge Coverage Ratio of Parent and the Restricted Subsidiaries is greater than immediately prior to such acquisition or merger;

(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(16) (a) any guarantee by Parent or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture; or

(b) any guarantee by a Restricted Subsidiary of Indebtedness of Parent, the Issuer or any Subsidiary Guarantor; provided that such guarantee is incurred in accordance with Section 4.15 hereof;

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(17) Indebtedness of Foreign Subsidiaries of Parent that are not Guarantors not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) the greater of (x) $75.0 million and (y) 4.0% of the Total Assets of Parent, including any refinancing thereof;

(18) Indebtedness of Parent or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business;

(19) Indebtedness incurred by a Receivables Subsidiary in a Qualified Receivables Financing that is not recourse to Parent or any Restricted Subsidiary other than a Receivables Subsidiary (except for Standard Securitization Undertakings);

(20) Indebtedness of Parent or any of its Restricted Subsidiaries not to exceed at any one time outstanding, which, when aggregated with all other Indebtedness then outstanding that was incurred pursuant to this clause (20) does not exceed the net cash proceeds received by Parent since immediately after the Issue Date from the issue or sale of Equity Interests or from contributions to the capital of Parent (other than proceeds from Disqualified Stock, from sales to any Restricted Subsidiary of Parent, or that have been applied to make Restricted Payments pursuant to Section 4.07 hereof or to make Permitted Investments, pursuant to the definition thereof);

(21) Indebtedness incurred by Parent or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes;

(22) guarantees (a) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees that, in each case, are non-Affiliates or (b) otherwise constituting Investments permitted under this Indenture;

(23) Indebtedness issued by Parent or any of its Restricted Subsidiaries to current or former employees, directors, managers and consultants thereof to finance the purchase or redemption of Equity Interests of Parent or any direct or indirect parent company of Parent to the extent described in clause (4) of Section 4.07(b) hereof;

(24) (a) Indebtedness in respect of overdraft facilities, employee credit card programs and other cash management arrangements in the ordinary course of business; and (b) Indebtedness representing deferred compensation to employees of Parent (or any direct or indirect parent of Parent) and its Restricted Subsidiaries incurred in the ordinary course of business;

(25) cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(26) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letters of credit, warehouse receipt or similar facilities, and reinvestment obligations related thereto, entered into in the ordinary course of business; and

(27) Indebtedness of a Restricted Subsidiary (which includes the Issuer) to a direct or indirect parent of Parent in connection with, and in an amount not exceeding that set out in, clause (18) of Section 4.07(b) hereof.

(c) For purposes of determining compliance with this Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (2) through (27) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, Parent, in its sole discretion, may divide, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one or more of the clauses of Section 4.09(b) hereof; provided that all Indebtedness outstanding under Credit Facilities on the Issue Date shall be deemed to have been incurred on such date in reliance on Section 4.09(b)(1) hereof; and

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(2) at the time of incurrence, Parent shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Sections 4.09(a) and 4.09(b) hereof.

(d) Accrual of interest, the accretion of accreted value, the amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, the accretion of liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this Section 4.09.

(e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness.

(f) Parent shall not, and shall not permit the Issuer or any other Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of Parent, the Issuer or such other Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee substantially to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Parent, the Issuer or such other Guarantor, as the case may be.

(g) For purposes of this Indenture, (1) unsecured Indebtedness is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Indebtedness is not deemed to be subordinated or junior to any other Indebtedness merely because it has a junior or different priority with respect to the same collateral.

Section 4.10 Asset Sales.

(a) Parent shall not, and shall not permit any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) Parent or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by Parent or such Restricted Subsidiary, as the case may be, is in the form of (a) cash or Cash Equivalents, (b) Replacement Assets or (c) any combination of the consideration specified in clauses (a) and (b); provided that the amount of:

(A) any liabilities (as shown on Parent’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of Parent or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes and that are assumed by the transferee of any such assets,

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(B) any securities, notes or other obligations received by Parent or such Restricted Subsidiary from such transferee that are converted by Parent or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale,

(C) any Designated Non-cash Consideration received by Parent or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received since the date of this Indenture pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) $45.0 million and (y) 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); and

(D) any securities publicly-traded on a national securities exchange; shall be deemed to be cash or Cash Equivalents for purposes of this provision and for no other purpose.

(b) Within 365 days after the receipt of any Net Proceeds of any Asset Sale, Parent or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(A) Secured Indebtedness under one or more Credit Facilities;

(B) Obligations under Pari Passu Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the Issuer shall equally and ratably (based on the aggregate principal amounts (or accreted value, as applicable)) reduce Obligations under the Notes as provided under Section 3.07 hereof, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders to purchase their Notes at or above 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

(C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to Parent or another Restricted Subsidiary; or

(2) to make (a) an Investment in any one or more businesses operating or engaged in a Similar Business (provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in Parent or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary); (b) capital expenditures; or (c) acquisitions of other properties or assets, in each of the foregoing subclauses (b) and (c), used or useful in a Similar Business or that replace the businesses, properties or assets that are the subject of such Asset Sale; or

(3) any combination of the foregoing.

(c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in Section 4.10(a)(1) hereof, shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer shall make an offer to all Holders and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness that is a minimum amount of $2,000 and in an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted value, as applicable), plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceed $25.0 million by mailing or electronically sending the notice required pursuant to the terms

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of this Indenture, with a copy to the Trustee. The Issuer may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 365 days or with respect to Excess Proceeds of $25.0 million or less.

To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture, and they will no longer constitute Excess Proceeds. If the aggregate principal amount (or accreted value, as applicable) of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuer shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or, in the case of Notes in global form, the Trustee shall select Notes for redemption based on DTC’s method that most nearly approximates a pro rata selection or by such other method that the Trustee shall deem fair and appropriate) based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(e) The Issuer shall comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the applicable provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Section 4.11 Transactions with Affiliates.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Parent (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $25.0 million unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to Parent or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) Parent delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $30.0 million, a resolution adopted by the majority of the Board of Directors of Parent approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

(b) The foregoing provisions of Section 4.11(a) hereof will not apply to the following:

(1) (a) transactions between or among Parent or any of its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction) and (b) any merger or consolidation of Parent or any direct parent company of Parent;

(2) Restricted Payments permitted by Section 4.07 hereof and the Investments constituting “Permitted Investments”;

(3) the payment of reasonable and customary fees, compensation, benefits and incentive arrangements paid or provided to, and indemnities provided on behalf of, current, former or future officers, directors, employees or consultants of Parent, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

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(4) any agreement, instrument or arrangement as in effect as of the Issue Date or any transaction contemplated thereby, or any amendment or replacement agreement, instrument or arrangement thereto (so long as any such amendment is not materially disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(5) the existence of, or the performance by Parent or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders or similar agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any amendment thereto or similar agreements, transactions or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by Parent or any of its Restricted Subsidiaries of obligations under any future amendment or replacement agreement to any such existing agreement or under any similar agreement, transaction or arrangement entered into after the Issue Date shall only be permitted by this clause (5) to the extent that the terms of any such amendment or new agreement, transaction or arrangement are not otherwise materially disadvantageous to the Holders when taken as a whole;

(6) any transaction effected as part of a Qualified Receivables Financing permitted hereunder;

(7) any non-recourse pledge of Equity Interests of an Unrestricted Subsidiary to support the Indebtedness of such Unrestricted Subsidiary;

(8) the Transaction and the payment of all fees and expenses related to the Transaction, in each case as disclosed in the Offering Memorandum;

(9) (a) transactions with customers, clients, suppliers, joint venture partners, or purchasers or sellers of goods or services (including pursuant to joint venture agreements), in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which are fair to Parent and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of Parent or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

(10) the sale or issuance of Equity Interests (other than Disqualified Stock) of Parent or contributions to the capital of Parent;

(11) payments, loans, advances or guarantees (or cancellation of payments, loans, advances or guarantees) to employees or consultants of Parent, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by Parent in good faith;

(12) transactions in which Parent or any Restricted Subsidiary, as the case may be, delivers to the trustee a letter from an Independent Financial Advisor stating that such transaction is fair to Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 4.11(a)(1) hereof;

(13) transactions with Affiliates solely in their capacity as holders of Indebtedness or Equity Interests of Parent or any of its Subsidiaries, so long as such transaction is with all holders of such class (and there are such non-Affiliate holders) and such Affiliates are treated no more favorably than all other holders of such class generally; provided, however, that with regard to an issue of indebtedness of Parent or any of its Subsidiaries, such Affiliate holds no more than 15% of such issue;

(14) transactions between Parent or any Restricted Subsidiary and any Person that is an Affiliate of Parent or any Restricted Subsidiary solely because a director of such Person is also a director of Parent or any direct or indirect parent of Parent; provided that such director abstains from voting as a director of Parent or any direct or indirect parent, as the case may be, on any matter involving such other Person;

(15) transactions with a Person that is an Affiliate of Parent solely because Parent or any of its Subsidiaries directly or indirectly owns Capital Stock in or controls such Person;

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(16) any Guarantee by any parent company of Parent of Indebtedness of Parent or any Restricted Subsidiary;

(17) a transaction with a Person who was not an Affiliate of Parent before the transaction but becomes an Affiliate solely as a result of such transaction;

(18) sales of accounts receivable, or participations therein, in connection with any Qualified Receivables Financing;

(19) payments by Parent or any of its Restricted Subsidiaries to, and agreements with, the Sponsors or any of their Affiliates for any financial advisory, management, monitoring or consulting services, financing, mergers and acquisitions advisory, insurance brokerage, hedging arrangements, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, pursuant to agreements in effect on the Issue Date or which are approved by a majority of the Board of Directors of Parent or any direct or indirect parent of Parent in good faith;

(20) any contribution to the capital of Parent or any Restricted Subsidiary;

(21) the entering into of any tax sharing agreement or arrangement and any payments permitted by Section 4.07(b)(11)(B) hereof; and

(22) any Indebtedness permitted by Section 4.09(b)(27) hereof.

Section 4.12 Liens.

(a) Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (an “Initial Lien”) (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of Parent or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured,

except that the foregoing shall not apply to (A) Liens securing the Notes and the related Guarantees, (B) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to Section 4.09(b)(1) hereof and (C) Liens securing additional Indebtedness permitted to be incurred pursuant to Section 4.09 hereof, provided that, in the case of this clause (C), at the time of the incurrence of such Indebtedness and after giving pro forma effect thereto, the Secured Net Leverage Ratio shall not exceed 4.25 to 1.00.

(b) Any Lien created for the benefit of the Holders pursuant to Section 4.12(a) hereof shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon discharge of the Initial Lien. In the event that any Lien restricted by this Section 4.12 meets the criteria of clause (B) or (C) of Section 4.12(a) hereof or one or more clauses in the definition of Permitted Liens, Parent, in its sole discretion, may classify or reclassify such Lien among one or more such clauses pursuant to which such Lien would have been permitted at the time so classified or reclassified, as the case may be.

Section 4.13 Corporate Existence.

Subject to Article V hereof, Parent shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of the Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of Parent or any such Restricted Subsidiary and (ii) the material rights (charter and statutory), licenses and franchises of Parent and the Restricted Subsidiaries; provided that Parent shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the Restricted Subsidiaries (other than the Issuer), if Parent in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of Parent and the Restricted Subsidiaries, taken as a whole.

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Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuer has previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail or electronically, with a copy to the Trustee, to each Holder at the address of such Holder appearing in the Note Register, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is sent (the “Change of Control Payment Date”);

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the Business Day preceding the Change of Control Payment Date;

(6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the paying agent receives, not later than the close of business on the second Business Day prior to the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuer is purchasing less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof;

(8) if such notice is sent prior to the occurrence of a Change of Control, stating the Change of Control Offer is conditional on the occurrence of such Change of Control; and

(9) the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow in order to have its Notes repurchased.

The notice, if sent in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is sent in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the applicable provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

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(b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.

(c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15 Guarantors.

(a) Parent shall not permit any of its Restricted Subsidiaries (other than an Excluded Subsidiary) to either (i) guarantee the payment of any Indebtedness of the Issuer or any Guarantor or (ii) incur any Indebtedness under any Credit Facility pursuant to Section 4.09(b)(1) hereof unless such Restricted Subsidiary shall:

(1) within 20 Business Days execute, and deliver to the Trustee, a supplemental indenture in the form of Exhibit D hereto and otherwise reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally Guarantee all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; and

(2) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary;

provided that to the extent that any Excluded Subsidiary no longer satisfies the definition of Excluded Subsidiary, it shall be subject to this Section 4.15; provided further that the Guarantee of any Foreign Subsidiary may be limited as to its full and unconditional nature as required by the laws of the jurisdiction of organization of such Foreign Subsidiary.

Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

(b) Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor.

(c) Notwithstanding the foregoing, this Section 4.15 shall not prohibit a guarantee or pledge by a Foreign Subsidiary that is not a Guarantor securing the payment of Indebtedness of another Foreign Subsidiary that is not a Guarantor.

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Section 4.16 Suspension of Covenants.

(a) Following the first day (the “Suspension Date”) that (i) the Notes have an Investment Grade Rating from both Rating Agencies and (ii) no Default has occurred and is continuing, Parent and its Restricted Subsidiaries will not be subject to the following provisions of this Indenture: Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.15 and 5.01(a)(4) (collectively, the “Suspended Covenants”).

(b) In the event that Parent and its Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraws its Investment Grade Rating or downgrades the rating assigned to the Notes below an Investment Grade Rating, then Parent and its Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to herein as the “Suspension Period.” Notwithstanding that the Suspended Covenants may be reinstated, no Default shall be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period. Upon the occurrence of a Suspension Date, the amount of Excess Proceeds from Net Proceeds shall be reset at zero.

(c) During the Suspension Period, Parent and its Restricted Subsidiaries shall be entitled to incur Liens to the extent provided for under Section 4.12 hereof (including, without limitation, Permitted Liens) and any Permitted Liens which may refer to one or more Suspended Covenants shall be interpreted as though such applicable Suspended Covenant(s) continued to be applicable during the Suspension Period (but solely for purposes of Section 4.12 hereof and for no other provision of this Indenture).

(d) After any Reversion Date, (1) with respect to any Restricted Payments made after such Reversion Date, the amount of any Restricted Payments made shall be calculated as though the covenant described above under Section 4.07 hereof had been in effect since the Issue Date and throughout the Suspension Period; (2) all Indebtedness incurred, or Disqualified Stock or preferred stock issued, during the Suspension Period shall be classified to have been incurred or issued pursuant to Section 4.09(b)(3) hereof; and (3) any agreement or other instrument entered into by Parent or a Restricted Subsidiary during the Suspension Period that contains an encumbrance or restriction of the type described in Section 4.08 hereof shall, for purposes of that covenant, be treated as if they were in existence on the Issue Date. Notwithstanding the foregoing, during the Suspension Period, Parent shall not designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries.

(e) Parent, in an Officer’s Certificate, shall promptly provide the Trustee written notice of any suspension of covenants pursuant to this Section 4.16 or any Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on Parent’s future compliance with its covenants or (iii) notify the Holders of a suspension of covenants pursuant to this Section 4.16 or any Reversion Date.

ARTICLE V

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Neither Parent nor the Issuer may consolidate or merge with or into or wind up into (whether or not it is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) Parent or the Issuer, as applicable, is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than Parent or the Issuer, as applicable) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited liability company or similar entity organized or existing under the laws of the jurisdiction of organization of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that at any time the Issuer or the Successor Company of the Issuer is not a corporation, there shall be a joint and several co-obligor of the Notes that is a Wholly-Owned Restricted Subsidiary of the Issuer and a corporation organized or existing under such laws;

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(2) the Successor Company, if other than Parent or the Issuer, as applicable, expressly assumes all the obligations of Parent or the Issuer, as applicable, under the Notes or Guarantee, as the case may be, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period, either (x) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof or (y) (A) with respect to a Successor Company of Parent, the Fixed Charge Coverage Ratio of the Successor Company of Parent would not be lower than the Fixed Charge Coverage Ratio of Parent immediately prior to such transaction or (B) with respect to a Successor Company of the Issuer, the Fixed Charge Coverage Ratio of Parent would not be lower than the Fixed Charge Coverage Ratio of Parent immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and

(6) (a) Parent shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company.

(b) Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

(1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to Parent or the Issuer, and

(2) Parent or the Issuer may merge with an Affiliate thereof solely for the purpose of reincorporating such Person in another jurisdiction (provided that such other jurisdiction is the United States, any state or territory thereof or the District of Columbia) so long as the amount of Indebtedness of Parent and its Restricted Subsidiaries is not increased thereby.

(c) No Guarantor (other than Parent) shall, and Parent shall not permit any such Guarantor to, consolidate or merge with or into or wind up into (whether or not Parent or such Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (A) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability company or trust or similar entity organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

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(D) Parent shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) the transaction is made in compliance with Section 4.10 hereof.

(d) Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or a Guarantor, as applicable, in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Issuer or a Guarantor, as applicable, is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Guarantor, as applicable, shall refer instead to the successor Person and not to the Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer or such Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had been named as the Issuer or such Guarantor, as applicable, herein; provided that the predecessor Issuer or Guarantor, as applicable, shall not be relieved from the obligation to pay the principal of and interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s or such Guarantor’s assets that meets the requirements of Section 5.01 hereof.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

An “Event of Default” wherever used herein, means any one of the following events:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes;

(3) (a) failure by the Issuer, Parent or any other Guarantor to comply with its obligations under Section 5.01 hereof, (b) failure by Parent or any Restricted Subsidiary to comply with its obligations under the covenants described under Sections 4.10 and 4.14 hereof (in each case other than a failure to purchase Notes that will constitute an Event of Default under clause (1) of this Section 6.01 and other than a failure to comply with its obligations that would cause a default under foregoing subclause (a)), or (c) failure by Parent or any Restricted Subsidiary to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) of this Section 6.01 and the foregoing subclauses (a) and (b)) contained in this Indenture or the Notes, in the case of subclause (b) for 30 days and in the case of subclause (c) for 60 days, in each such case after receipt of written notice given to Parent by the Trustee or the Holders of not less than 25% in principal amount of the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Parent or any of its Restricted Subsidiaries or the payment of which is guaranteed by Parent or any Restricted Subsidiaries, other than Indebtedness owed to Parent or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

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(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates to $25.0 million or more at any one time outstanding;

(5) failure by Parent or any Significant Subsidiary (or group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary) to pay non-appealable final judgments aggregating in excess of $25.0 million (excluding amounts covered by insurance provided by a carrier that has acknowledged coverage or amounts covered by valid third party indemnification obligations from a third party which is solvent), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final and non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) Parent, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (as of the date of the most recent consolidated financial statements of the Issuer delivered pursuant to Section 4.03 hereof), pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against Parent, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (as of the date of the most recent consolidated financial statements of Parent delivered pursuant to Section 4.03 hereof), in a proceeding in which Parent, the Issuer, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of Parent, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (as of the date of the most recent consolidated financial statements of Parent delivered pursuant to Section 4.03 hereof, or for all or substantially all of the property of Parent, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (as of the date of the most recent consolidated financial statements of Parent delivered pursuant to Section 4.03 hereof); or

(iii) orders the liquidation of the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary (as of the date of the most recent consolidated financial statements of Parent delivered pursuant to Section 4.03 hereof);

and the order or decree remains unstayed and in effect for 60 consecutive days; or

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(8) the Guarantee of Parent or any Significant Subsidiary (or group of Guarantors that taken together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of such Guarantor, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture and such default continues for 10 Business Days.

Section 6.02 Acceleration.

If any Event of Default (other than of a type specified in clause (6) or (7) of Section 6.01 hereof, in either case, with respect to Parent or the Issuer) occurs and is continuing under this Indenture, the Trustee (by written notice to Parent) or the Holders of at least 25% in principal amount of the then total outstanding Notes (by written notice to the Issuer and the Trustee) may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as it in good faith determines acceleration is not in the best interest of the Holders of the Notes.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to Parent or the Issuer, all outstanding Notes shall be due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer) or a continuing Default in respect of a covenant or provision of this Indenture which may not be amended or modified without the consent of all Holders; provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

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Section 6.05 Control by Majority.

Holders of a majority in aggregate principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

Subject to Section 6.07 hereof, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the total outstanding Notes have requested in writing that the Trustee pursue the remedy;

(3) Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a written direction inconsistent with such request within such 60-day period.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest then due and owing on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent

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permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities.

If the Trustee collects any money pursuant to this Article VI, it shall pay out the money in the following order:

(i) First, to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

(ii) Second, to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

(iii) Third, to the Issuer or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13.

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Section 6.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by the Issuer or a Guarantor, a suit by a Holder pursuant to Section 6.07 hereof or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE VII

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any Holder of the Notes unless such Holder has offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with Parent. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from Parent or the Issuer shall be sufficient if signed by an Officer of Parent.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and each agent, custodian and other Person employed to act hereunder.

(j) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(k) The Trustee may request that Parent delivers an Officer’s Certificate setting forth the names of individuals or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(l) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. The Paying Agent or Registrar do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

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Section 7.04 Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall send to Holders a notice of the Default within the later of 90 days after it occurs or 30 days after a Responsible Officer of the Trustee obtains actual knowledge of such Default. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as it in good faith determines that withholding the notice is in the interests of the Holders. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office.

Section 7.06 Reports by Trustee to Holders.

Within 60 days after each September 15, beginning with September 15, 2013, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Section 313(a) of the Trust Indenture Act (but if no event described in Section 313(a) of the Trust Indenture Act has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Section 313(b)(2)of the Trust Indenture Act. The Trustee shall also transmit by mail all reports as required by Section 313(c)of the Trust Indenture Act.

A copy of each report at the time of its mailing to the Holders shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Section 313(d) of the Trust Indenture Act. The Issuer shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange or delisted therefrom.

Section 7.07 Compensation and Indemnity.

The Issuer and the Guarantors, jointly and severally, shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer and the Guarantors, jointly and severally, shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees and expenses and taxes (other than taxes based upon the income of the Trustee)) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against any Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, any Issuer or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder except to the extent actually prejudiced thereby. The Issuer shall defend the claim, and the Trustee shall cooperate in the defense of such claim. The Trustee may have separate counsel if the Trustee shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Issuer and in the reasonable judgment of such counsel it is advisable for the Trustee to engage separate counsel, and the Issuer shall pay the reasonable and documented fees

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and expenses of any one such separate counsel (as well as such fees and expenses of one firm of local counsel in each jurisdiction in which the primary counsel is not admitted to practice and where local counsel is necessary or advisable). The Issuer need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred as determined in a final judgment by a court of competent jurisdiction, by the Trustee through the Trustee’s own willful misconduct or negligence.

The obligations of the Issuer and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Section 313(b)(2) of the Trust Indenture Act to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal. The Issuer may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may, at the expense of the Issuer, petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer

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all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction by any successor Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Sections 310(a) (1), (2) and (5) of the Trust Indenture Act. The Trustee is subject to Section 310(b) of the Trust Indenture Act.

Section 7.11 Preferential Collection of Claims Against Issuer.

The Trustee is subject to Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent indicated therein.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same) and cure all then existing Events of Default, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

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(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s and Parent’s obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.14 and 4.15 hereof and the operation of Section 5.01(a)(4) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular Redemption Date;

(2) in the case of Legal Defeasance, Parent shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) Parent or the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

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(3) in the case of Covenant Defeasance, Parent shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any Credit Facility or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(6) Parent shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

(7) Parent shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the written request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04 hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer.

The Trustee shall promptly, upon the written request of the Issuer, and in any event no later than five Business Days after such request, pay to the Issuer after request therefore, any excess money held with respect to the Notes at such time in excess of amounts required to pay any of the Issuer’s Obligations then owing with respect to the Notes.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for one year after such principal and premium, if any, or interest has become due and payable shall be paid to the Issuer on its written request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

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Section 8.07 Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of Exchange Notes or private exchange notes, which are identical to Exchange Notes, except that they are not freely transferable;

(10) to add a Guarantor or release any Guarantor from its Guarantee if such release is in accordance with the terms under this Indenture;

(11) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a substantially verbatim recitation of a provision of this Indenture, Guarantee or Notes, as provided in an Officer’s Certificate;

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(12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

(13) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture;

(14) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of the Holders, as security for the payment and performance of all or any portion of the Notes, in any property or assets; or

(15) to comply with the rules of any applicable securities depositary.

Upon the written request of Parent accompanied by a resolution of Parent’s Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the written request of Parent accompanied by a resolution of Parent’s Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Sections 7.02 and 9.06 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, Parent shall send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of Parent to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the percentage of the aggregate principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

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(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration;

(5) make any Note payable in currency other than that stated therein;

(6) make any change in the provisions of this Indenture relating to the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change to the amendment or waiver provisions of this Indenture;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Guarantee of Parent or any Significant Subsidiary in any manner adverse to the Holders.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

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Section 9.06 Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer or Parent may not sign an amendment, supplement or waiver until the Board of Directors of Parent approves it. In executing any amendment, supplement or waiver, the Trustee shall be provided with and (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel, each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and such Opinion of Counsel shall state that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03 hereof).

Section 9.07 Payment for Consent.

Neither Parent nor any Affiliate of Parent shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE X

GUARANTEES

Section 10.01 Guarantee.

Subject to this Article X, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, interest, premium, if any, on the Notes, subject to any applicable grace period, shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment by the Issuer when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ and agents’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

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If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general unsecured obligation of such Guarantor and shall rank equally in right of payment to all existing and future senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Section 10.03 Execution and Delivery.

To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by an authorized officer.

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Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an officer of a Guarantor whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee of such Guarantor shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, Parent shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article X, to the extent applicable.

Section 10.04 Subrogation.

Each Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06 Release of Subsidiary Guarantees.

A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Subsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Subsidiary Guarantor; provided that such sale, exchange or transfer of Capital Stock or assets is made in compliance with the applicable provisions of this Indenture;

(B) the release or discharge of the Guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or a Guarantor (other than a release or discharge by, or as a result of, payment under such other guarantee) or the repayment of the Indebtedness, in each case, which resulted in the obligations to guarantee the Notes pursuant to Section 4.15 hereof;

(C) the proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or

(D) the Issuer exercising its Legal Defeasance option in accordance with Section 8.02 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and

(2) Parent delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

ARTICLE XI

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

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(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption, as the case may be;

(B) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

(C) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

In addition, upon its request for written acknowledgment of satisfaction and discharge, Parent must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE XII

MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act, the imposed duties shall control.

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Section 12.02 Notices.

Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), electronic delivery (in PDF format), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer or any Guarantor:

c/o Ancestry.com Inc.

360 West 4800 North

Provo, Utah 84604

Attention: William Stern

with a copies to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attention: Stuart Gelfond

Fax: (212) 859-4000

Permira Advisers L.L.C.

64 Willow Place, Suite 101

Menlo Park, California 94025

Attention: Brian Ruder

If to the Trustee:

Wells Fargo Bank, National Association

Corporate Trust Services

MAC N9311—110

625 Marquette Ave.

Minneapolis, MN 55479

Attention: Corporate Trust Services —Administrator for Ancestry.com Inc.

Fax: 612-667-9825

The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: as of the date so delivered if delivered electronically, in PDF format; at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be sent electronically, mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Section 313(c) of the Trust Indenture Act, to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it.

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The Trustee agrees to accept and act upon facsimile or electronically sent (in PDF format) transmission of written instructions or directions pursuant to this Indenture given by the Issuer, provided, however that: (i) if requested, such Issuer, subsequent to such facsimile transmission of written instructions or directions, shall provide the originally executed instructions or directions to the Trustee in a timely manner and (ii) such originally executed instructions or directions shall be signed by an Authorized Officer of the Issuer.

If the Issuer sends a notice or communication to Holders, it shall send a copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the Trust Indenture Act.

Section 12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Section 314(a)(4) of the Trust Indenture Act) shall comply with the provisions of Section 314(e) of the Trust Indenture Act and shall include, as required by Section 314(e):

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

With respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate, certificates of public officials or reports or opinions of experts.

Section 12.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

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Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders, etc.

No past, present or future director, officer, employee, incorporator or stockholder, member or limited partner of Parent or any Restricted Subsidiary or any of their direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08 Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

Section 12.09 Waiver of Jury Trial.

THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 12.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of Parent or the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.12 Successors.

All agreements of the Issuer in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

Section 12.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture which, when taken together, shall constitute one instrument. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

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Section 12.15 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.16 U.S.A. Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

[Signatures on following page]

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GLOBAL GENERATIONS MERGER SUB INC.
By:	/s/ Nic Volpi
Name:	Nic Volpi
Title:	Vice President, Chief Financial Officer and Treasurer

[Signature Page to Indenture]

ANVIL US 1 LLC
By:	/s/ Howard Hochhauser
Name:	Howard Hochhauser
Title:	Chief Financial Officer

[Signature Page to Indenture]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Lynn M. Steiner
Name:	Lynn M. Steiner
Title:	Vice President

[Signature Page to Indenture]

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

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CUSIP [            ]

ISIN [            ]¹

[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

$[            ]

11.00% Senior Notes due 2020

No. [$     ]

GLOBAL GENERATIONS MERGER SUB INC.

promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                     United States Dollars] on December 15, 2020.

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

¹  Rule 144A Note CUSIP: 37953B AA2

Rule 144A Note ISIN: US37953B AA26

Regulation S Note CUSIP: U31645 AA9

Regulation S Note ISIN: USU31645 AA98

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GLOBAL GENERATIONS MERGER SUB INC.

By:

Name:

Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

Dated: December 28, 2012

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

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[Back of Note]

11.00% Senior Notes due 2020

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Global Generations Merger Sub Inc., a Delaware corporation (the “Issuer”), promises to pay interest on the principal amount of this Note at 11.00% per annum from [December 28, 2012]² until maturity. The Issuer will pay interest semi-annually in arrears on June 15 and December 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be [June 15, 2013].³ The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; and shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes to the Persons who are registered Holders at the close of business on the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent at least five Business Days in advance of the applicable Interest Payment Date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. Parent or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of December 28, 2012, as may be amended, restated, supplemented or otherwise modified from time to time (the “Indenture”), among Global Generations Merger Sub Inc., Anvil US 1 LLC and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its 11.00% Senior Notes due 2020. The Issuer shall be entitled to issue Additional Notes pursuant to the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) At any time prior to December 15, 2016, the Issuer may redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ prior notice sent by first-class mail or by electronic delivery to each Holder of Notes to be redeemed at such Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

²  With respect to Notes issued on the Issue Date.

³  With respect to Notes issued on the Issue Date.

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(b) On and after December 15, 2016, the Issuer may redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice sent by first-class mail or by electronic delivery to each Holder to be redeemed at such Holder’s registered address, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on December 15 of each of the years indicated below:

Year	Percentage
2016		105.500	%
2017		102.750	%
2018 and thereafter		100.000	%

(c) Until December 15, 2015, the Issuer may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 111.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with cash contributed directly or indirectly by Parent or any of its direct or indirect parent companies to the common equity capital of the Issuer in an amount not to exceed the net cash proceeds of one or more Equity Offerings by Parent or any of its direct or indirect parent companies; provided that at least 65% of the sum of the original aggregate principal amount of Notes issued under this Indenture and the original principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 180 days of the date of closing of each such Equity Offering.

(d) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be sent by first-class mail or electronic delivery at least 15 days but not more than 60 days before the Redemption Date (except that redemption notices may be sent more than 60 days prior to a Redemption Date if the notice is issued in connection with Article VIII or Article XI of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption. Redemption amounts shall only be paid upon presentation and surrender of any such Notes to be redeemed. Payment of the redemption price and performance of the Issuer’s obligations in connection with any redemption may be performed by another Person.

In connection with any redemption of Notes (including with funds in an equal aggregate amount not exceeding the net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the consummation of any related Equity Offering. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed.

8. OFFERS TO REPURCHASE.

(e) Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

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(f) The Issuer is, subject to certain conditions and exceptions, obligated to make an offer to purchase Notes and certain other pari passu Indebtedness at 100% of their principal amount, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of repurchase, with certain Excess Proceeds of Asset Sales in accordance with the Indenture.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in a minimum amount of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before the sending of a notice of redemption of Notes to be redeemed or any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or Asset Sale Offer.

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default described in the next succeeding sentence) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency relating to Parent or the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture, except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer) or a continuing Default in respect of a covenant or provision of the Indenture which may not be amended or modified without the consent of all Holders; provided, subject to Section 6.02 of the Indenture, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within ten Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action Parent proposes to take with respect thereto, unless such Default has been cured before the end of the ten-day period.

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

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15. CUSIP/ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

16. Registration Rights Agreement. The Holder of this Note shall be entitled to the benefits of a Registration Rights Agreement, dated as of the Issue Date, among the Issuer, the Guarantors and the Initial Purchasers.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address:

c/o Ancestry.com Inc.

360 West 4800 North

Provo, Utah 84604

Attention: William Stern

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint 

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

[ ] Section 4.10    [ ] Section 4.14

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.: 

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $         . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian

* This schedule should be included only if the Note is issued in global form.

A-11

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Ancestry.com Inc.

360 West 4800 North

Provo, Utah 84604

Attention: William Stern

Wells Fargo Bank, National Association,

as Trustee and Registrar – DAPS Reorg

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSreorg@WellsFargo.com

Re: 11.00% Senior Notes due 2020

Reference is hereby made to the Indenture, dated as of December 28, 2012, as may be amended, restated, supplemented or otherwise modified from time to time (the “Indenture”), among Global Generations Merger Sub Inc., Anvil US 1 LLC and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

             (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $             in such Note[s] or interests (the “Transfer”), to              (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 promulgated under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S promulgated under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

B-1

3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) [ ] such Transfer is being effected pursuant to and in accordance with Rule 144 promulgated under the Securities Act; or

(b) [ ] such Transfer is being effected to Parent or a Restricted Subsidiary thereof; or

(c) [ ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 promulgated under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 promulgated under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

B-2

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) [ ] a beneficial interest in the:

(i) [ ] 144A Global Note (CUSIP [        ]), or

(ii) [ ] Regulation S Global Note (CUSIP [        ]), or

(b) [ ] a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) [ ] a beneficial interest in the:

(i) [ ] 144A Global Note (CUSIP [        ]), or

(ii) [ ] Regulation S Global Note (CUSIP [        ]), or

(b) [ ] a Restricted Definitive Note; or

(c) [ ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

B-3

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Ancestry.com Inc.

360 West 4800 North

Provo, Utah 84604

Attention: William Stern

Wells Fargo Bank, National Association

as Trustee and Registrar – DAPS Reorg

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSreorg@WellsFargo.com

Re: 11.00% Senior Notes due 2020

Reference is hereby made to the Indenture, dated as of December 28, 2012, as may be amended, restated, supplemented or otherwise modified from time to time (the “Indenture”), among Global Generations Merger Sub Inc., Anvil US 1 LLC and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

             (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $              in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies

C-1

(i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [ ] 144A Global Note [ ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated .

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                     

C-2

EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of             , among Ancestry.com Inc., a Delaware corporation (the “Issuer”), Anvil US 1 LLC, a Delaware limited liability company (“Parent”), [            ], a subsidiary of Parent and a [            ] [corporation] (the “Guaranteeing Subsidiary”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 28, 2012, providing for the issuance of an unlimited aggregate principal amount of 11.00% Senior Notes due 2020 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) The Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture, subject to the terms and conditions set forth in the Indenture.

(b) The Guaranteeing Subsidiary agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Obligations in accordance with the terms set forth in Article X of the Indenture on a senior basis [;provided that the Guarantee of any Foreign Subsidiary may be limited as to its full and unconditional nature as required by the laws of the jurisdiction of organization of such Foreign Subsidiary].

(3) No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or stockholder, member or limited partner of Parent or any Restricted Subsidiary or any of their direct or indirect parent companies shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation.

(5) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(6) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

D-1

(7) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(8) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(9) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(10) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(11) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in the Indenture (including without limitation Section 10.06 of the Indenture). All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

D-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

ANCESTRY.COM INC.
By:
	Name:
	Title:

ANVIL US 1 LLC
By:
	Name:
	Title:

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

D-3

EX-4.3

Exhibit 4.3

Execution Version

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 Representatives of the

Initial Purchasers

Dated as of December 28, 2012

REGISTRATION RIGHTS AGREEMENT

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).

This Agreement is made pursuant to the Purchase Agreement, dated as of December 17, 2012 (as amended, modified or supplemented, the “Purchase Agreement”), among MergerCo and the Representatives. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. Contemporaneously with the Merger, (i) Ancestry.com Inc. (the “Company” or “Ancestry.com”) will assume by operation of law, MergerCo’s obligations under the Purchase Agreement, the Indenture and this Agreement (the “Assumption”) and (ii) the payment of principal of, premium, if any, and interest on the Initial Notes will be fully and unconditionally guaranteed (the “Initial Guarantees”), jointly and severally, by the following entities (collectively, the “Guarantors”): (a) the entities listed on Annex B to the Purchase Agreement, (b) any other entities that are required to guarantee the Issuer’s obligations under the Initial Notes pursuant to the Indenture and (c) their respective successors and assigns, subject to the guarantor release provisions in the Indenture. The Initial Notes and the Initial Guarantees are collectively referred to herein as the “Initial Securities.” In connection with the Assumption, each of the Company and the Guarantors will execute and deliver to the Initial Purchaser a joinder to this Agreement in the form attached as Exhibit A hereto (the “Joinder”), pursuant to which the Company and the Guarantors will accede to the terms of this Agreement and become parties hereto. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement.

In order to induce the Initial Purchasers to purchase the Initial Securities, the Issuer agrees with the Representatives, for the benefit of the Initial Purchasers and the Holders (as defined below), as follows:

SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Additional Interest Payment Date: With respect to the Initial Securities, each Interest Payment Date.

Advice: As defined in Section 6(c) hereof.

Assumption: As defined in the preamble hereto.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Closing Date: The date of this Agreement.

Commission: The U.S. Securities and Exchange Commission.

Company: As defined in the preamble hereto.

Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof and (iii) the delivery by the Issuer to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Delay Period: As defined in Section 6(c) hereof.

Effectiveness Target Date: As defined in Section 5 hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended.

Exchange Notes: The 11.00% Senior Notes due 2020 of the same series under the Indenture as the Initial Notes of such series to be issued in exchange for the Initial Notes pursuant to this Agreement.

Exchange Offer: The registration by the Issuer under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Issuer offers the Holders of all outstanding Initial Securities the opportunity to exchange all such outstanding Initial Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Initial Securities tendered in such exchange offer by such Holders.

Exchange Offer Effectiveness Target Date: As defined in Section 5 hereof.

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities: The Exchange Notes and the guarantees of the Exchange Notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

2

Free Writing Prospectus: Any free writing prospectus, as such term is defined in Rule 405 under the Securities Act, relating to any portion of the Initial Securities and the Exchange Securities.

FINRA: Financial Industry Regulatory Authority, Inc.

Holder: As defined in Section 2(b) hereof.

Indemnified Person: As defined in Section 8(a) hereof.

Indemnifying Holder: As defined in Section 8(b) hereof.

Indenture: The Initial Indenture, as supplemented by the Supplemental Indenture.

Initial Guarantees: As defined in the preamble hereto.

Initial Indenture: The indenture dated as of December 28, 2012, among MergerCo, Parent and Wells Fargo Bank, National Association, as trustee (“Trustee”) pursuant to which the Initial Notes were issued and the Exchange Securities are to be issued as such Indenture may be further amended or supplemented from time to time in accordance with the terms thereof.

Initial Notes: As defined in the preamble hereto.

Initial Placement: The issuance and sale by the Issuer of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.

Initial Purchasers: As defined in the preamble hereto.

Initial Securities: As defined in the preamble hereto.

Interest Payment Date: As defined in the Securities.

Joinder: As defined in the preamble hereto.

Merger: The merger of MergerCo with and into the Company on the date hereof.

Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Purchase Agreement: As defined in the preamble hereto.

Registration Default: As defined in Section 5 hereof.

3

Registration Statement: Any registration statement of the Issuer relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Securities: As defined in the Indenture.

Securities Act: The Securities Act of 1933, as amended.

Shelf Filing Deadline: As defined in Section 4(a) hereof.

Shelf Registration Effectiveness Target Date: As defined in Section 5 hereof.

Shelf Registration Statement: As defined in Section 4(a) hereof.

Supplemental Indenture: Means the supplemental indenture that will be executed by the Company and the Guarantors on the date hereof in which the Company will assume the rights and obligations of MergerCo under the Initial Indenture and the Guarantors will guarantee such obligations effective as of and from the closing date of the Merger.

Transfer Restricted Securities: Each Initial Security and Exchange Security, until the earliest to occur of (a) in the case of an Initial Security, the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Security or Exchange Security, as the case may be, has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial Security or Exchange Security, as the case may be, is distributed by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein).

Trust Indenture Act: The Trust Indenture Act of 1939, as amended.

Underwritten Registration or Underwritten Offering: A registration in which securities of the Issuer are sold to an underwriter for reoffering to the public.

SECTION 2. Securities Subject to this Agreement.

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

4

SECTION 3. Registered Exchange Offer.

(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy, each of the Issuer and the Guarantors shall (i) use its commercially reasonable efforts to cause to be filed with the Commission the Exchange Offer Registration Statement; (ii) use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing); (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer; (iv) within three Business Days of the effectiveness of such Registration Statement, commence the Exchange Offer; and (v) use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days after the date notice of the Exchange Offer is mailed to the Holders or 360 days after the Closing Date (or if such 360^th day is not a Business Day, the next succeeding Business Day). The Exchange Offer Registration Statement shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Initial Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

(b) The Issuer and the Guarantors shall use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Issuer shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities (or any securities issued in the form of Additional Notes (as defined in the Indenture) under the Indenture) shall be included in the Exchange Offer Registration Statement.

(c) The Issuer shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Issuer) may exchange such Initial Securities pursuant to the Exchange Offer (any such Broker-Dealer, a “Participating Broker-Dealer”); however, such Participating Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Participating Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Participating Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Participating Broker-Dealer or disclose the amount of Initial Securities held by any such Participating Broker-Dealer except to the extent required by the Commission.

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Each of the Issuer and the Guarantors shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Issuer shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4. Shelf Registration.

(a) Shelf Registration. If (i) with respect to the Initial Notes: (x) the Issuer and the Guarantors are not permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy or (y) for any reason the Exchange Offer is not Consummated within 30 Business Days after the date notice of the Exchange Offer is mailed to the Holders, or (ii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s status as an affiliate of the Issuer) and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Issuer or one of its affiliates, then, upon such Holder’s request prior to the 20th day following Consummation of the Exchange Offer, the Issuer and the Guarantors shall, with respect to the Initial Securities or Exchange Securities, as the case may be:

(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) within the later of 30 days after such filing obligation arises and 320 days after the Closing Date (or if such day is not a Business Day, the next succeeding Business Day) (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter (unless it becomes effective automatically upon filing), and in any event on or before the 40th day after the obligation to file such Shelf Registration Statement arises (or if such 40th day is not a Business Day, the next succeeding Business Day).

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Each of the Issuer and the Guarantors shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least one year following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). Subject to Section 6(c) hereof, during the period during which the Issuer is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the Issuer will, prior to the expiration of that Shelf Registration Statement, file, and use its commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.

(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Issuer in writing, within 20 days after receipt of a request therefor, such information as the Issuer may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein or amendment or supplement thereto or Free Writing Prospectus. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuer all information required to be disclosed in order to make the information previously furnished to the Issuer by such Holder not materially misleading.

SECTION 5. Additional Interest. If (i) unless the Exchange Offer shall not be permissible under applicable law or Commission policy, the Exchange Offer Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to 360 days after the Closing Date (the “Exchange Offer Effectiveness Target Date”), (ii) in the event the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 4(a) hereof, the Shelf Registration Statement has not been declared effective by the Commission (or become automatically effective) on or prior to the later of 40 days after the obligation to file a Shelf Registration Statement arises and 360 days after the Closing Date (the “Shelf Registration Effectiveness Target Date” and, together with the Exchange Offer Effectiveness Target Date, the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated by the Exchange Offer Effectiveness Target Date or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fails to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically effective (except in the case

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of a Registration Statement that ceases to be effective or usable as specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Issuer and the Guarantors hereby agree that the interest rate borne by the affected series of Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum (the “Additional Interest”). Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities shall be entitled to Additional Interest with respect to a Registration Default that pertains to a Shelf Registration Statement required pursuant to Section 4(a)(ii) above only if such Holder shall have made the request required by Section 4(a)(ii) on a timely basis.

All obligations of the Issuer and the Guarantors set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

SECTION 6. Registration Procedures.

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuer and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

(i) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuer, prior to the Consummation thereof, a written representation to the Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business.

(ii) In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuer’s preparations for the Exchange Offer.

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(iii) Each Holder hereby acknowledges and agrees that any Participating Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) cannot under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Issuer.

(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, each of the Issuer and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration (unless automatically declared effective) to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Issuer and the Guarantors will as expeditiously as is commercially reasonable prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

(c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities and any Free Writing Prospectus (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial Securities by Broker-Dealers and any Free Writing Prospectus related thereto), each of the Issuer and the Guarantors shall:

(i) use its commercially reasonable efforts to keep such Registration Statement continuously effective during the period required by this Agreement and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable); upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Issuer shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective (unless automatically declared effective) and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

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(ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus, any Prospectus supplement, any post-effective amendment or any Free Writing Prospectus has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act, of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has been filed, and the happening of any event that causes the Issuer to become an “ineligible issuer,” as defined in Rule 405 under the Securities Act, (E) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading and (F) of any determination by the Issuer that a post-effective amendment to Registration Statement would be appropriate. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement or a notification of objection to the use of the form on which the Registration Statement has been filed or if any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Issuer and the Guarantors shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest practicable time;

(iv) (A)(1) furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement that has requested such copies, if any, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents

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incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such requesting Holders and underwriter(s) in connection with such sale, if any, for a period of at least five days, and (2) not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period); the objection of an Initial Purchaser, or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; and (B)(1) furnish without charge to each of the Initial Purchasers before filing with the Commission, a copy of any Free Writing Prospectus, which will be subject to the consent of the Initial Purchasers, and (2) not file any such Free Writing Prospectus to which the Initial Purchasers of Transfer Restricted Securities covered by such Registration Statement have not consented (such consent not to be unreasonably withheld, conditioned or delayed);

(v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement that has requested such documents, if any, and to the underwriter(s), if any, make the Issuer’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, subject to customary confidentiality agreements, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

(vi) make available, subject to customary confidentiality agreements, at reasonable times for inspection by any Initial Purchaser or the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Issuer and the Guarantors, and cause the Issuer’s and the Guarantors’ officers, directors and employees to supply all information, in each case as shall be reasonably necessary to enable any such Holder, underwriter, attorney or accountant to exercise any applicable responsibilities in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent reasonably requested by the managing underwriter(s), if any;

(vii) if requested by any selling Holder or underwriter promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holder or underwriter may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold, the

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purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuer is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;

(ix) furnish to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules and, if requested, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(x) deliver to each selling Holder, and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Issuer and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriters(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi) in the case of a Shelf Registration Statement, enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other commercially reasonable actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser, Participating Broker-Dealer, selling Holder or underwriter in connection with any sale or resale pursuant to such Shelf Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Issuer and the Guarantors shall:

(A) furnish to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings and consistent with the Purchase Agreement, upon the date of the effectiveness of the Shelf Registration Statement:

(1) a certificate, dated the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Issuer and the Guarantors, confirming, as of the date thereof, the matters set forth in Section 5(c) of the Purchase Agreement and such other matters as such parties may reasonably request;

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(2) if requested by a majority of selling Holders, an opinion, dated the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Issuer and the Guarantors, covering the matters set forth in the opinion letters delivered pursuant to Sections 5(d) and 5(e) and of the Purchase Agreement and such other matter as such parties may reasonably request, and in any event including a statement to the effect that such counsel to the Issuer that provides the opinion letter covering matters set forth in the opinion letters delivered pursuant to Section 5(d) and 5(e) of the Purchase Agreement has participated in conferences with officers and other representatives of the Issuer and the Guarantors, representatives of the independent public accountants for the Issuer and the Guarantors, the representatives of the independent accountants with respect to any other entity for which audited financial information is provided in the Registration Statement, representatives of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that led such counsel to believe that the applicable Registration Statement, (A) at the date of the opinion letter and at the time such Registration Statement or any post-effective amendment thereto became effective and (B) at the applicable time identified by such Holders or managing underwriters, in the case of (A) and (B) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the factual matters set forth in any such Registration Statement and the related Prospectus (it being understood that such counsel need not express any belief with respect to the financial statements, financial schedules, financial notes, pro forma financial information (if any) or other financial, accounting or statistical data derived therefrom or information or reports about internal control over financial reports, included in any such Registration Statement or the related Prospectus); and

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(3) customary comfort letter(s), dated the date of effectiveness of the Shelf Registration Statement, from the Issuer’s independent accountants and the independent accountants with respect to any other entity for which audited financial information is provided in the Registration Statement, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(f) of the Purchase Agreement;

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuer or any of the Guarantors pursuant to this Section 6(c)(xi), if any.

If at any time the representations and warranties of the Issuer and the Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Issuer or the Guarantors shall so advise the Initial Purchasers, the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Issuer or the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xiii) issue, upon the request of any Holder (including any Initial Purchaser or Participating Broker-Dealer) of Initial Securities covered by the Registration Statement to the extent legally permitted, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Issuer by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Issuer for cancellation;

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(xiv) in the case of a Shelf Registration Statement and subject to the terms of the Indenture, cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

(xv) use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

(xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;

(xvii) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the applicable Indenture with printed certificates for such Securities which are in a form eligible for deposit with The Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with The Depository Trust Company;

(xviii) cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the FINRA;

(xix) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earning statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Issuer’s first fiscal quarter commencing after the effective date of the Registration Statement; and

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(xx) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute, and to use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuer of the existence of any fact of the kind described in Section 6(c)(iii)(E) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Issuer that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Issuer, each Holder will deliver to the Issuer (at the Issuer’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Issuer shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days (a “Delay Period”) during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(E) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided that there shall not be more than 45 days of Delay Periods during any 12-month period; provided further, however, that (except as provided in Section 5(iv) hereof) no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Issuer’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.

SECTION 7. Registration Expenses.

(a) All expenses incident to the Issuer’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Issuer and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter”, and one counsel to such person, that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws (including the reasonable fees and disbursements of one counsel to the Holder of Transfer Restricted Securities); (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuer and the Guarantors and, subject to Section 7(b) hereof, one counsel to the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with

16

any listing of the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Issuer and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

All underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of a Holder’s Initial Securities pursuant to a Shelf Registration Statement shall be the responsibility of each Holder.

Each of the Issuer and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuer or the Guarantors.

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Issuer and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8. Indemnification.

(a) The Issuer and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Initial Purchaser, each Participating Broker-Dealer, each Holder and each underwriter who participates in an offering of Transfer Restricted Securities, (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any of the Persons listed in clause (i) (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of each Person listed in clauses (i) and (ii) (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Person”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Person), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or any amendment or supplement thereto) or Free Writing Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as such losses,

17

claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to an Indemnified Person furnished in writing to the Issuer by such Indemnified Person expressly for use therein. This indemnity agreement shall be in addition to any liability that the Issuer or any of the Guarantors may otherwise have.

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Persons with respect to which indemnity may be sought against the Issuer or the Guarantors, such Indemnified Person (or the Indemnified Person controlled by such controlling person) shall promptly notify the Issuer and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Issuer or the Guarantors of its obligations pursuant to this Agreement. Such Indemnified Person shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Issuer and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Person is not entitled to indemnification hereunder). The Issuer and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Persons, which firm shall be designated by such Indemnified Persons. The Issuer and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Issuer’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Issuer and the Guarantors agrees to indemnify and hold harmless any Indemnified Person from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Issuer and the Guarantors. The Issuer and the Guarantors shall not, without the prior written consent of each Indemnified Person, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all liability arising out of such action, claim, litigation or proceeding and does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any Indemnified Person.

(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless (i) the Issuer, the Guarantors, the Initial Purchasers, any Participating Broker-Dealer, any underwriter who participates in an offering of Transfer Restricted Securities and any other selling Holder, (ii) their respective directors and officers (including each officer of the Issuer and the Guarantors who signs a Registration Statement) and (iii) any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such party, to the same extent as the foregoing indemnity from the Issuer and the Guarantors to each of the Indemnified Persons, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement (any such Holder, an “Indemnifying Holder”). In case any action or proceeding shall be brought against the Issuer, the Guarantors, the Initial Purchasers, any Participating Broker-Dealer, any underwriter or any Holder (other than the

18

Indemnifying Holder) or their respective directors, officers or controlling persons in respect of which indemnity may be sought against an Indemnifying Holder, such Indemnifying Holder shall have the rights and duties given the Issuer and the Guarantors by the preceding paragraph, and the Issuer, the Guarantors, the Initial Purchasers, any Participating Broker-Dealer, any underwriter and any Holder (other than any Indemnifying Holder) and their respective directors, officers and controlling persons shall have the rights and duties given to each Indemnified Person by the preceding paragraph.

(c) To the extent the indemnification provided for in Section 8(a) or 8(b) hereof is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties, on the one hand, and the indemnified party, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to (i) with respect to Section 8(a), information supplied by the Issuer and the Guarantors, on the one hand, or such Initial Purchaser, Participating Broker-Dealer, Holder, underwriter or other indemnified party, as the case may be, on the other hand, and (ii) with respect to Section 8(b), information supplied by the Indemnifying Holder, on the one hand, or the Issuer, the Guarantors, the Initial Purchaser, Participating Broker-Dealer, Holder, underwriter or such other indemnified party, as the case may be, on the other hand, and, in any event, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (c) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (c). Notwithstanding the provisions of this Section 8, none of the Indemnified Persons shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount, if any, received by such Person with respect to the Initial Securities exceeds the amount of any damages which such Person has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Indemnified Persons’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Indemnified Persons hereunder and not joint.

(d) The agreements contained in this Section 8 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

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SECTION 9. Rule 144A. Each of the Issuer and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements.

SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Issuer.

SECTION 12. Miscellaneous.

(a) Remedies. Each of the Issuer and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. Each of the Issuer and the Guarantors will not enter into any agreement with respect to its securities that conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with the rights granted to the holders of the Issuer’s or any of the Guarantors’ securities under any agreement in effect on the date hereof. Subject to the foregoing, the Issuer and the Guarantors may enter into agreements granting registration rights with respect to Additional Notes (as defined in the Indenture).

(c) Adjustments Affecting the Securities. The Issuer will not effect any change, or permit any change to occur, in each case, with respect to the terms of the Securities that would materially and adversely affect the ability of the Holders to participate in any Exchange Offer.

(d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Issuer has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written

20

consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Issuer or their Affiliates); provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuer shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii) if to the Issuer or the Guarantors:

Ancestry.com Inc.

360 West 4800 North

Provo, Utah

Attention: General Counsel

With copies to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Telecopier No.: (212) 859-4000

Attention: Stuart Gelfond

Permira Advisers L.L.C.

64 Willow Place, Suite 101

Menlo Park, California 94025

Attention: Brian Ruder

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted

21

Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuer and the Guarantors with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

22

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above,

Very truly yours,
GLOBAL GENERATIONS MERGER SUB INC.
By:	/s/ Nic Volpi
Name:	Nic Volpi
Title:	Vice President, Chief Financial Officer and Treasurer

ANVIL US 1 LLC
By:	/s/ Howard Hochhauser
Name:	Howard Hochhauser
Title:	Chief Financial Officer

Signature Page to Registration Rights Agreement

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

Morgan Stanley & Co. LLC
By:	/s/ Andrew Earls
	Name: Andrew Earls
	Title: MD

Barclays Capital Inc.
By:	/s/ Christina Park
	Name: Christina Park
	Title: Managing Director

Credit Suisse Securities (USA) LLC
By:	/s/ Malcolm K. Price
	Name: Malcolm K. Price
	Title: Managing Director
By:	/s/ Benjamin Gohman
	Name: Benjamin Gohman
	Title: Director

Deutsche Bank Securities Inc.
By:	/s/ Frank Fazio
	Name: Frank Fazio
	Title: Managing Director
By:	/s/ Stephen R. Lapidus
	Name: Stephen R. Lapidus
	Title: Director

Signature Page to Registration Rights Agreement

RBC Capital Markets, LLC
By:	/s/ James S. Wolfe
	Name:   James S. Wolfe
	Title:     Managing Director               Head of US Leveraged Finance

Signature Page to Registration Rights Agreement

EXHIBIT A

$300,000,000

GLOBAL GENERATIONS MERGER SUB INC.

11.00% SENIOR NOTES DUE 2020

[FORM OF JOINDER TO REGISTRATION RIGHTS AGREEMENT]

[DATE]

Morgan Stanley & Co. LLC

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

RBC Capital Markets, LLC

As Representatives of the Several Initial

Purchasers set forth on Schedule I of

the Purchase Agreement

c/o Morgan Stanley & Co. LLC

      1585 Broadway

      New York, New York 10036

Ladies and Gentlemen:

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.

The undersigned Ancestry.com Inc. (the “Company”), hereby agrees to accede to the terms of, and assume all of the obligations of the Issuer set forth in, the Registration Rights Agreement, as though the Company had entered into the Registration Rights Agreement on the Closing Date and been named as the “Issuer” therein. The Company agrees that such obligations include, without limitation, (a) all of the obligations of the Issuer to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Additional Interest, and (b) the Issuer’s indemnification and other obligations contained in Section 8 of the Registration Rights Agreement. The Company acknowledges and agrees that all references to the Issuer in the Registration Rights Agreement shall include the Company and that the Company shall be bound by all provisions of the Registration Rights Agreement containing such references.

The undersigned Guarantors hereby agree, on a joint and several basis, to accede to the terms of the Registration Rights Agreement and to undertake and perform all of the obligations of the “Guarantors” set forth therein as though the undersigned Guarantors had entered into the Registration Rights Agreement on the Closing Date and been named as “Guarantors” therein. The undersigned Guarantors agree that such obligations include, without limitation, (a) all of the obligations of the Guarantors to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Additional Interest, and (b) the Guarantors’ indemnification and other obligations contained in Section 8 of the Registration Rights Agreement. Each of the undersigned Guarantors acknowledges and agrees that all references to the Guarantors in the Registration Rights Agreement shall include the undersigned Guarantors and that the undersigned Guarantors shall be bound by all provisions of the Registration Rights Agreement containing such references.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile, e-mail or other electronic means shall be effective as delivery of a manually executed counterpart.

This Joinder Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given; provided that the same are in writing and signed by all the parties hereto.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first written above.

ANCESTRY.COM INC.
By:
	Name:
	Title:

GLOBAL GENERATIONS INTERNATIONAL INC.
By:
	Name:
	Title:

ANCESTRY.COM LLC
By:
	Name:
	Title:

ANCESTRY.COM DNA, LLC
By:
	Name:
	Title:

[Signature Page to Form of Joinder to Registration Rights Agreement]

TGN SERVICES LLC
By:
	Name:
	Title:

WE’RE RELATED, LLC
By:
	Name:
	Title:

ANCESTRY.COM OPERATIONS INC.
By:
	Name:
	Title:

IARCHIVES, INC.
By:
	Name:
	Title:

[Signature Page to Form of Joinder to Registration Rights Agreement]

The foregoing Joinder Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.
MORGAN STANLEY & CO. LLC
By:
	Name:
	Title:

BARCLAYS CAPITAL INC.
By:
	Name:
	Title:

CREDIT SUISSE SECURITIES (USA) LLC
By:
	Name:
	Title:

By:
	Name:
	Title:

[Signature Page to Form of Joinder to Registration Rights Agreement]

DEUTSCHE BANK SECURITIES INC.
By:
	Name:
	Title:

By:
	Name:
	Title:

RBC CAPITAL MARKETS, LLC
By:
	Name:
	Title:
For themselves and the other Initial Purchasers named in Schedule I to the foregoing Purchase Agreement.

[Signature Page to Form of Joinder to Registration Rights Agreement]

EX-4.3.1

Exhibit 4.3.1

$300,000,000

GLOBAL GENERATIONS MERGER SUB INC.

11.00% SENIOR NOTES DUE 2020

JOINDER TO REGISTRATION RIGHTS AGREEMENT

December 28, 2012

Morgan Stanley & Co. LLC

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

RBC Capital Markets, LLC

As Representatives of the Several Initial

Purchasers set forth on Schedule I of

the Purchase Agreement

c/o Morgan Stanley & Co. LLC

      1585 Broadway

      New York, New York 10036

Ladies and Gentlemen:

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.

The undersigned Ancestry.com Inc. (the “Company”), hereby agrees to accede to the terms of, and assume all of the obligations of the Issuer set forth in, the Registration Rights Agreement, as though the Company had entered into the Registration Rights Agreement on the Closing Date and been named as the “Issuer” therein. The Company agrees that such obligations include, without limitation, (a) all of the obligations of the Issuer to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Additional Interest, and (b) the Issuer’s indemnification and other obligations contained in Section 8 of the Registration Rights Agreement. The Company acknowledges and agrees that all references to the Issuer in the Registration Rights Agreement shall include the Company and that the Company shall be bound by all provisions of the Registration Rights Agreement containing such references.

The undersigned Guarantors hereby agree, on a joint and several basis, to accede to the terms of the Registration Rights Agreement and to undertake and perform all of the obligations of the “Guarantors” set forth therein as though the undersigned Guarantors had entered into the Registration Rights Agreement on the Closing Date and been named as “Guarantors” therein. The undersigned Guarantors agree that such obligations include, without limitation, (a) all of the obligations of the Guarantors to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, including the obligation to pay Additional Interest, and (b) the Guarantors’ indemnification and other obligations contained in Section 8 of the Registration Rights Agreement. Each of the undersigned Guarantors acknowledges and agrees that all references to the Guarantors in the Registration Rights Agreement shall include the undersigned Guarantors and that the undersigned Guarantors shall be bound by all provisions of the Registration Rights Agreement containing such references.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile, e-mail or other electronic means shall be effective as delivery of a manually executed counterpart.

This Joinder Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given; provided that the same are in writing and signed by all the parties hereto.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first written above.

ANCESTRY.COM INC.
By:	/s/ Timothy Sullivan
Name: Timothy Sullivan
Title:   President and Chief Executive Officer

GLOBAL GENERATIONS INTERNATIONAL INC.
By:	/s/ Brian Ruder
Name: Brian Ruder
Title:   President, Chief Executive Officer,    and Secretary

ANCESTRY.COM LLC
By:	/s/ Howard Hochhauser
Name: Howard Hochhauser
Title:   Manager

ANCESTRY.COM DNA, LLC
By:	/s/ Howard Hochhauser
Name: Howard Hochhauser
Title:   Chief Financial Officer

iARCHIVES, INC.
By:	/s/ Howard Hochhauser
Name: Howard Hochhauser
Title:   Chief Financial Officer

Reg Rights Agreement Joinder Signature Page

TGN SERVICES, LLC
By:	/s/ Howard Hochhauser
Name: Howard Hochhauser
Title:   Chief Financial Officer

ANCESTRY.COM OPERATIONS INC. as Sole Member of WE’RE RELATED, LLC
By:	/s/ Howard Hochhauser
Name: Howard Hochhauser
Title:   Chief Financial Officer

ANCESTRY.COM OPERATIONS INC.
By:	/s/ Howard Hochhauser
Name: Howard Hochhauser
Title:   Chief Financial Officer

Reg Rights Agreement Joinder Signature Page

The foregoing Joinder Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.
MORGAN STANLEY & CO. LLC
By:	/s/ Andrew Earls
	Name: Andrew Earls
	Title:  MD

BARCLAYS CAPITAL INC.
By:	/s/ Christina Park
	Name: Christina Park
	Title:  Managing Director

CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Malcolm K. Price
	Name: Malcolm K. Price
	Title:  Managing Director
By:	/s/ Benjamin Gohman
	Name: Benjamin Gohman
	Title:   Director

Registration Rights Agreement Joinder Signature Page

DEUTSCHE BANK SECURITIES INC.
By:	/s/ Frank Fazio
	Name: Frank Fazio
	Title: Managing Director
By:	/s/ Stephen R. Lapidus
	Name: Stephen R. Lapidus
	Title: Director

RBC CAPITAL MARKETS, LLC
By:	/s/ James S. Wolfe
	Name: James S. Wolfe
	Title: Managing Director Head of US Leveraged Finance
For themselves and the other Initial Purchasers named in Schedule I to the foregoing Purchase Agreement.

Registration Rights Agreement Joinder Signature Page

EX-5.1

Exhibit 5.1

Direct Line: 212.859.8000

Fax: 212.859.4000

            June 6, 2013

Ancestry.com Inc.

360 West 4800 North

Provo, UT 84604

Ladies and Gentlemen:

We have acted as special counsel to Ancestry.com, a Delaware corporation (the “Issuer”), and each of the guarantors listed on Schedule A hereto (the “Guarantors”) in connection with the Issuer’s offer to exchange up to $300,000,000 in aggregate principal amount of its 11.00% Senior Notes due 2020 (the “Exchange Notes”), which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its 11.00% Senior Notes due 2020 that were issued on December 28, 2012 (the “Outstanding Notes” and, together with the Exchange Notes, the “Notes”) pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 6, 2013 (as amended, the “Registration Statement”). Pursuant to the Indenture (as defined below) the Outstanding Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indenture (the “Outstanding Note Guarantees” and the “Exchange Note Guarantees”, respectively).

All capitalized terms used herein that are defined in, or by reference in, the indenture dated as of December 28, 2012, among the Company, the guarantors named therein and Wells Fargo Bank, National Association as the trustee (the “Trustee”) relating to the Notes (as supplemented, the “Indenture”) have the meanings assigned to such terms therein or by reference therein, unless otherwise defined herein. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, facsimile, electronic, photostatic or reproduction copies of such agreements, instruments, documents and records of the Company and the Guarantors, such certificates of public officials and such other documents, (iii) received such information from officers and representatives of the Company, the Guarantors and others, in each case, as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the following:

(a) the Indenture;

(b) the Outstanding Notes and the Outstanding Note Guarantees; and

(c) the forms of Exchange Notes and the Exchange Note Guarantees.

The documents referred to in items (a) through (c) above are collectively referred to as the “Documents.”

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed, facsimile, electronic or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, any representations and warranties contained in the Documents and certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the Company, the Guarantors and others and assume compliance on the part of all parties to the Documents with their covenants and agreements contained therein.

To the extent it may be relevant to the opinions expressed herein, we have assumed that (i) the Exchange Notes will be duly authenticated and delivered by the Trustee in accordance with the terms of the Indenture, against receipt of the Outstanding Notes surrendered in exchange therefor, (ii) all of the parties to the Documents (other than the Company and the Guarantors organized in Delaware) are validly existing and in good standing under the laws of their respective jurisdictions of organization and have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby, (iii) the Documents have been duly authorized, executed and delivered by all of the parties thereto (other than the Company and the Guarantors organized in Delaware), the execution thereof does not violate the charter, the by-laws or any other organizational document of any such parties (other than the Company and the Guarantors organized in Delaware) or the laws of the jurisdiction of incorporation of any such parties (other than the Company and the Guarantors organized in Delaware) and each of the Documents constitutes valid and binding obligations of all the parties thereto (other than the Company and the Guarantors), enforceable against such parties in accordance with their respective terms, and (iv) that all of the parties to the Documents will comply with all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

1. The Exchange Notes, when executed, issued and delivered in accordance with the terms of the Indenture in exchange for the Outstanding Notes in the manner contemplated by the Registration Statement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

2. The Exchange Note Guarantees by the Guarantors, when the Exchange Notes have been duly executed, issued and delivered in accordance with the terms of the Indenture in exchange for the Outstanding Notes in the manner contemplated by the Registration Statement, will constitute a valid and binding obligation of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms.

The opinions set forth above are subject to the following qualifications:

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(A) We express no opinion as to the validity, binding effect or enforceability of any provision of the Documents relating to indemnification, contribution or exculpation to the extent limited by applicable principles of public policy.

(B) We express no opinion as to the validity, binding effect or enforceability of any provision of the Documents:

(i) (a) containing any purported waiver, release, variation, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a “Waiver”) by the Company or the Guarantors under any of such Documents to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under, and is not prohibited by or void or invalid under provisions of applicable law (including judicial decisions); or (b) with respect to any Waiver in the Exchange Note Guarantees insofar as it relates to causes or circumstances that would operate as a discharge or release of, or defense available to, the Guarantors thereunder as a matter of law (including judicial decisions), except to the extent such Waiver is effective under and is not prohibited by or void or invalid under applicable law (including judicial decisions);

(ii) related to (I) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent the validity, binding effect or enforceability of any provision is to be determined by any court other than a court of the State of New York, or (II) choice of governing law to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of New York or a federal district court sitting in the State of New York, in each case, applying the law and choice of law principles of the State of New York;

(iii) specifying that provisions thereof may be waived only in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created that modifies any provision of such agreement; and

(iv) which may be considered to be in the nature of a penalty.

(C) Our opinions are subject to the following:

(i) bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in effect affecting creditors’ rights and remedies generally;

(ii) general equitable principles (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits on the availability of equitable remedies) whether such principles are considered in a proceeding in equity or at law; and

(iii) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally.

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(D) Provisions in the Exchange Note Guarantee and the Indenture that provide that the Guarantors’ liability thereunder shall not be affected by (i) actions or failures to act on the part of the recipient, the holders or the Trustee, (ii) amendments or waivers of provisions of documents governing the guaranteed obligations or (iii) other actions, events or circumstances that make more burdensome or otherwise change the obligations and liabilities of the Guarantors might not be enforceable under certain circumstances and in the event of actions that change the essential nature of the terms and conditions of the guaranteed obligations. With respect to each Guarantor, we have assumed that consideration that is sufficient to support the agreements of each Guarantor under the Documents has been received by each Guarantor.

The opinions expressed herein are limited to the laws of the State of New York and, to the extent relevant, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, each as currently in effect, together with applicable provisions of the Constitution of Delaware and relevant decisional law, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This letter is given only as of the time of its delivery, and we undertake no responsibility to update or supplement this letter after its delivery.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is included in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Fried, Frank, Harris, Shriver & Jacobson LLP

FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

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Schedule A

Guarantors

No.	Subsidiaries	Jurisdiction
1.	Ancestry.com LLC	Delaware
2.	Ancelux 3 S.à r.l.	Luxembourg
3.	Ancelux 4 S.à r.l.	Luxembourg
4.	Ancestry Information Operations Company	Ireland
5.	Ancestry International DNA Company	Ireland
6.	Ancestry International Holdings LLC	Delaware
7.	Ancestry International LLC	Delaware
8.	Ancestry Ireland DNA LLC	Delaware
9.	Ancestry US Holdings Inc.	Delaware
10.	Ancestry.com DNA, LLC	Delaware
11.	Ancestry.com Operations Inc.	Delaware
12.	Anvilire	Ireland
13.	Anvilire One	Ireland
14.	iArchives, Inc.	Utah
15.	TGN Services, LLC	Delaware
16.	We’re Related, LLC	Delaware

EX-5.2

Exhibit 5.2

June 6, 2013

Ancestry.com Inc.

360 West 4800 North

Provo, Utah 84604

Ladies and Gentlemen:

We have acted as special Utah counsel to iArchives, Inc., a Utah corporation (the “Company”) and a subsidiary of Ancestry.com Inc., a Delaware corporation (“Issuer”), in connection with the Issuer’s offer to exchange up to $300,000,000 in aggregate principal amount of its 11.00% Senior Notes due 2020 (the “Exchange Notes”), which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its 11.00% Senior Notes due 2020 that were issued on December 28, 2012 (the “Outstanding Notes,” and together with the Exchange Notes, the “Notes”) pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 6, 2013 (the “Registration Statement”). Pursuant to the Indenture, dated as of December 28, 2012, among the Guarantor, the other guarantors named therein and Wells Fargo Bank, National Association, as trustee (as supplemented, the “Indenture”), the Exchange Notes will be unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indenture (the “Exchange Note Guarantees”). All capitalized terms used herein that are defined in, or by reference in, the Indenture have the meanings assigned to such terms therein or by reference therein, unless otherwise defined herein.

For purposes of this letter, we have examined such questions of law as we have deemed necessary and appropriate and have also examined the following documents and instruments:

1. the Indenture;

2. the form of Exchange Note representing the Exchange Notes; and

3. the Exchange Note Guarantee whose terms are set forth in the Indenture.

The Indenture and the Exchange Note Guarantees are referred to collectively in this letter as the “Transaction Documents.”

Ancestry.com, Inc.

June 6, 2013

Page 2

We have further examined:

A. A copy of the Amended and Restated Articles of Incorporation of the Company, as filed with the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Division”) on October 20, 2010 as an exhibit to the Articles of Merger of Perrier Acquisition Corp with and into iArchives, Inc., with the Company as the surviving corporation, as certified by the Division on May 8, 2013 (as amended, the “Articles”), and the Bylaws of the Company, dated as of September 16, 2010 and as subsequently amended (as amended, the “Bylaws”);

B. A Certificate of Existence issued by the Division as of June 5, 2013, with respect to the Company, indicating that as of such date the Company was in good standing in the State of Utah (the “Certificate of Existence”);

C. The Written Consent of the Board of Directors of the Company, dated December 28, 2012, approving the Transaction Documents (the “Board Consent”);

D. Secretary Certificate of the Company, dated December 28, 2012 (the “Secretary’s Certificate”); and

E. A certificate, dated on or about the date the Registration Statement is filed, from an officer of the Company as to certain factual matters relating to this opinion letter (the “Opinion Certificate”).

The opinions set forth in this letter, as they relate to specific documents, relate to the specified documents and do not extend to documents, agreements, or instruments referred to in those documents (even if incorporated therein by reference) that are not expressly identified in this letter as having been examined by us.

The Transaction Documents purport to be governed by and construed in accordance with the laws of the State of New York. The opinions expressed herein are based and are limited to the laws of the State of Utah. Although some of our partners or attorneys are admitted to practice law in states other than the State of Utah, we have made no independent investigation of the laws of any state other than the State of Utah, and we do not purport to express any opinion concerning the laws of any state other than the State of Utah.

Based upon the foregoing, and subject to the assumptions, qualifications, exceptions and limitations set forth herein, it is our opinion that:

1. The Company is validly existing as a corporation in good standing under the laws of the State of Utah.

2. The Company has the corporate power and authority to execute and deliver, and perform its obligations under, each of the Exchange Note Guarantees.

Ancestry.com, Inc.

June 6, 2013

Page 3

3. The Exchange Note Guarantees have been duly authorized by the Company, and, when the Exchange Notes have been duly executed, issued and delivered in accordance with the terms of the Indenture in exchange for the Initial Notes, will be duly executed and delivered by the Company.

In rendering the foregoing opinions, we have assumed, with your consent:

(a) The genuineness of the signatures not witnessed;

(b) The authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies;

(c) The legal capacity of all natural persons who executed the Transaction Documents, the Secretary’s Certificate, and the Opinion Certificate; and

(e) The Transaction Documents accurately describe and contain the understandings of each and every party thereto, and there are no oral or written statements or agreements by any of the parties to the Transaction Documents that modify, amend, or vary, or purport to modify, amend, or vary, any of the terms of the Transaction Documents.

The opinions set forth above are subject to the following qualifications, comments and limitations:

(i) This opinion letter is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. The opinions expressed in this letter are based upon the law in effect, and factual matters as they exist, on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by any legislative action, judicial decision or otherwise.

(ii) To the extent that the any of the Transaction Documents are incomplete, contain blanks, or refer to other agreements or documents, we express no opinion as to what effect, if any, such incomplete matters, blanks, or other items may have on the matters covered by this letter. In addition, to the extent that the Transaction Documents refer to or incorporate by reference any other document or item, we express no opinion as to such other document or item or as to the effect, if any, such reference or incorporations by reference may have on the matters covered by this letter.

(iii) We express no opinion (a) on the accuracy of any representation or warranty or the accuracy of any calculations, descriptions, or facts in the Transaction Documents or in any exhibit or schedule thereto or in any document referenced therein or related thereto or in the Registration Statement; (b) regarding the content or adequacy of disclosures with respect to the Registration Statement, the Transaction Documents and the transactions contemplated thereby; (c) as to compliance with any federal or state securities laws or regulations; (d) as to the tax or accounting effects of, or the characterization of, the Transaction Documents or the transactions contemplated thereby; or (e) as to any disclosure or reporting obligations of the Company or any of the Other Parities and their respective participants, agents, successors and assigns with respect to the transactions contemplated by the Transaction Documents.

Ancestry.com, Inc.

June 6, 2013

Page 4

(iv) Our opinion at Paragraph 1 is based solely upon the Certificate of Existence.

(v) Our opinion at Paragraph 2 is based solely upon our review of the Articles, Bylaws, the Board Consent, the Secretary’s Certificate and the Opinion Certificate.

This opinion may be relied upon by Fried, Frank, Harris, Shriver & Jacobson LLP, as if it were addressed to it, in connection with the Transaction Documents and the transactions contemplated thereby. We consent to the filing of this opinion letter to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Snell & Wilmer L.L.P.

SNELL & WILMER L.L.P.

EX-5.3

Exhibit 5.3

Ancestry.com Inc.

360 West 4800 North

Provo, Utah 84604

United States of America

Our Ref	Your Ref	6 June 2013
PMY/CFE/661822/6

Sirs

ANCESTRY.COM INC.

We have acted as Irish Solicitors to Ancestry.com Inc. (the “Issuer”) in connection with the Exchange Notes (as defined below) to be issued by it and which will be unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indenture (as defined below) by Anvilire (formerly known as Anvilire Limited), Anvilire One (formerly known as Anvilire One Limited), Ancestry Information Operations Company and Ancestry International DNA Company (each an “Irish Guarantor” and together the “Irish Guarantors”) as well as by Ancestry.com LLC and various direct and indirect subsidiaries of it. In this regard, we refer you to:

(a) a Form S-4 registration statement filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on June 6, 2013 (the “Registration Statement”) pursuant to which the Issuer has offered to exchange up to $300,000,000 in aggregate principal amount of its 11.00% senior notes due 2020 (the “Exchange Notes”), which are being registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) for a like principal amount of its 11.00% senior notes due 2020 that were issued on 28 December 2012 (the “Outstanding Notes”, and together with the Exchange Notes, the “Notes”)

(b) an indenture dated as of 28 December 2012 among, amongst others, the Issuer, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (the “Trustee”) (as supplemented, the “Indenture”), pursuant to which the Exchange Notes will be unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indenture (the “Exchange Note Guarantees”);

The Company has requested that we provide this opinion in connection with the filing of the Registration Statement with the SEC.

1 BASIS OF OPINION

1.1 Subject to the contents of the final paragraph of this opinion, this opinion may not be relied upon by any person other than the addressee.

1.2 We have not investigated the laws of any country other than Ireland and this opinion is given only with respect to the laws of Ireland in effect as at the date of this opinion and is based on legislation published, and cases fully reported, as at that date. We have assumed, without enquiry, that there is nothing in the laws of any other jurisdiction which would or might affect our opinion as stated herein.

1.3 We have made no searches or enquiries concerning, and we have not examined any contracts, instruments or documents entered into by or affecting any Irish Guarantor or any other person, or any corporate records of any Irish Guarantor or any other person, save for those searches, enquiries, contracts, instruments, documents or corporate records (if any) specified as being made or examined in this opinion.

1.4 We express no opinion and make no representation or warranty as to any matter of fact. Furthermore, we have not been responsible for the investigation or verification of the facts or the reasonableness of any assumption or statements of opinion contained or represented by any Irish Guarantor in any of the documents listed at paragraph 1.6 below nor have we attempted to determine whether any material facts have been omitted therefrom.

1.5 This opinion is to be construed in accordance with and governed by the laws of Ireland.

1.6 For the purpose of giving this opinion, we have examined copies of the following documents and such Irish laws as we have considered necessary and appropriate for the purposes of this opinion:

1.6.1 a copy of the Registration Statement;

1.6.2 a copy of the Indenture;

1.6.3 a copy of the second supplemental indenture dated as of 28 January 2013 among, amongst others, the Issuer, Anvilire, Anvilire One and the Trustee (the “Second Supplemental Indenture”);

1.6.4 a copy of the third supplemental indenture dated as of 10 May 2013 among, amongst others, the Issuer, Ancestry Information Operations Company, Ancestry International DNA Company and the Trustee (the “Third Supplemental Indenture”);

1.6.5 a corporate certificate of Anvilire dated 6 June 2013 attaching:

(a) copies of the certificate of incorporation and memorandum and articles of association of Anvilire;

(b) a copy of the minutes of a meeting of the board of directors of Anvilire held on 7 May 2013; and

(c) a copy of written resolutions of the member / members of Anvilire dated 7 May 2013;

1.6.6 a corporate certificate of Anvilire One dated 6 June 2013 attaching:

(a) copies of the certificate of incorporation and memorandum and articles of association of Anvilire One;

(b) a copy of the minutes of a meeting of the board of directors of Anvilire One held on 7 May 2013; and

(c) a copy of written resolutions of the member / members of Anvilire One dated 7 May 2013;

1.6.7 a corporate certificate of Ancestry Information Operations Company dated 10 May 2013 attaching:

(a) copies of the certificate of incorporation and memorandum and articles of association of Ancestry Information Operations Company;

(b) a copy of the minutes of a meeting of the board of directors of Ancestry Information Operations Company held on 7 May 2013;

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(c) a copy of written resolutions of the member / members of Ancestry Information Operations Company dated 7 May 2013; and

(d) a copy of a statutory declaration of the majority of directors of Ancestry Information Operations Company dated 7 May 2013;

1.6.8 a corporate certificate of Ancestry International DNA Company dated 10 May 2013 attaching:

(a) copies of the certificate of incorporation and memorandum and articles of association of Ancestry International DNA Company;

(b) a copy of the minutes of a meeting of the board of directors of Ancestry International DNA Company held on 7 May 2013;

(c) a copy of written resolutions of the member / members of Ancestry International DNA Company dated 7 May 2013; and

(d) a copy of a statutory declaration of the majority of directors of Ancestry International DNA Company dated 7 May 2013;

(the certificates listed at 1.6.5, 1.6.6, 1.6.7 and 1.6.8 above are collectively referred to as the “Certificates”); and

1.6.9 searches carried out on 6 June 2013 at the Companies Registration Office and the Index of Petitions and Winding Up Notices maintained at the Central Office of the High Court of Ireland in relation to each Irish Guarantor (the “Searches”).

The Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture are referred to herein as the “Documents” and each a “Document”.

Terms defined in the Indenture have the same meaning in this opinion unless otherwise defined herein.

2 ASSUMPTIONS:

For the purpose of giving this opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

2.1 the truth, completeness and accuracy of the copy of any document of which we have examined a photocopy;

2.2 that any copies produced to us are true and exact copies of the documents as executed and that the original was executed in the manner appearing on the copy;

2.3 that the certified copies produced to us of the minutes of the meetings of the boards of the Irish Guarantors and the resolutions of the members of the Irish Guarantors referred to in the Certificates (the “Resolutions”) are true copies of the originals; and that the Resolutions were duly passed and have not been amended or rescinded and are and will remain in full force and effect;

2.4 that there is no matter affecting the authority of the directors of any Irish Guarantor to effect entry by that Irish Guarantor into the Documents to which it is a party and performance by that Irish Guarantor of the transactions contemplated thereby including the giving of the Exchange Note Guarantees, not disclosed by the memorandum and articles of association of the Irish Guarantors or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein;

2.5 that all signatures on all original or copy documents which we have examined are genuine;

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2.6 that the Documents are all the documents relating to the issue of the Notes and that there are no agreements or arrangements in existence which in any way amend or vary the terms of the issue of the Notes or in any way bear upon or are inconsistent with the opinions stated herein;

2.7 the information disclosed by the Searches was accurate as of the date the Searches were made and has not been altered and that the Searches did not fail to disclose any information which had been delivered for registration but did not appear from the information available at the time they were made or which ought to have been delivered for registration at that time but had not been so delivered and that no additional matters would have been disclosed by searches being carried out since that time;

2.8 that the Documents and all deeds, instruments, assignments, agreements and other documents in relation to the matters contemplated by the Documents and/or this opinion (“Ancillary Documents”) are:

2.8.1 within the capacity and powers of, have been validly authorised, executed and delivered by the parties thereto; and

2.8.2 are not subject to avoidance by any persons

under all applicable laws and in all applicable jurisdictions other than (in the case of the Irish Guarantors) the laws of Ireland and the jurisdiction of Ireland;

2.9 that the Documents will constitute valid, legal binding and enforceable obligations of the parties thereto under all applicable laws and in all applicable jurisdictions;

2.10 insofar as any of the Documents, the Ancillary Documents, the Notes or the Exchange Note Guarantees fall to be performed in any jurisdiction other than Ireland, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;

2.11 that the Irish Guarantors will derive a commercial benefit from entering into the Documents and that each of the Documents has been entered into, and each of the transactions referred to herein and therein is and will be carried out by each of the parties thereto in good faith, for the purpose of carrying on their respective businesses, for the benefit of each of them respectively and on arms’ length commercial terms;

2.12 the absence of fraud and the presence of good faith on the part of all parties to the Documents and the Notes and their respective officers, employees, agents and advisers;

2.13 that (a) each Irish Guarantor was fully solvent at the time of and immediately following the execution and delivery of each of the Documents to which it is a party; (b) each Irish Guarantor would not as a consequence of doing any act or thing which any of the Documents to which it is a party contemplates, permits or requires that Irish Guarantor to do, be insolvent; (c) no resolution or petition for the appointment of a liquidator or examiner has been passed or presented in relation to any Irish Guarantor; and (d) no receiver has been appointed in relation to any of the assets or undertaking of any Irish Guarantor;

2.14 that the Documents have been executed and delivered by a person or persons duly authorised to do so in the Resolutions;

2.15 that the representations and warranties by all parties (including each Irish Guarantor) to the Documents contained therein are at all times true and correct in all respects (excluding the representations and warranties as to matters of Irish law on which we have specifically and expressly given our opinion);

2.16 the truth of all representations and information given to us in reply to any queries we have made which we have considered necessary for the purpose of giving this opinion (other than matters of Irish law specifically covered by this opinion);

2.17 that the Notes conform with the descriptions and restrictions contained in the Indenture;

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2.18 that the transactions contemplated by the Documents and the payments to be made thereunder are not and will not be affected by any orders made by the Minister for Finance of Ireland under the Financial Transfers Act, 1992, which allows orders restricting financial transfers to be made in compliance with Ireland’s international obligations and in conformity with European Union law; and

2.19 no Irish Guarantor has by virtue of the Documents given financial assistance (whether directly or indirectly) in connection with the subscription for or purchase of shares in itself or any company which is its holding company (if any) (other than any financial assistance the subject of validation procedures referenced in the minutes attached to the corporate certificates for Ancestry International DNA Company and Ancestry Information Operations Company.

3 QUALIFICATIONS:

This opinion is subject to the following qualifications:

3.1 this opinion is given subject to general provisions of Irish law relating to insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court scheme of arrangement, administration and examination, and the fraudulent preference of creditors and other Irish law generally affecting the rights of creditors;

3.2 we express no opinion on any taxation matters or on contractual terms of the relevant documents other than by reference to the legal character thereof;

3.3 this opinion is strictly limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to, any other matter. It is only for the use of the Issuer and except as provided below it may not be relied upon by any other person or used for any other purpose. We assume no obligation to update the opinions set forth in this letter.

4 OPINION

On the basis and subject to the assumptions and qualifications set out above, we are of the opinion that:

4.1 Anvilire, Anvilire One, Ancestry Information Operations Company and Ancestry International DNA Company are private unlimited liability companies duly organised and validly existing under the laws of Ireland;

4.2 each Irish Guarantor is incorporated for an indefinite period as a separate legal entity and is subject to suit in its own name. Based upon the Searches, each Irish Guarantor is validly existing under the laws of Ireland and no steps have been taken or are being taken to appoint a receiver, examiner or liquidator to or to wind it up any Irish Guarantor;

4.3 each Irish Guarantor has all the requisite power and authority to execute and deliver each of the Documents to which it is a party and to perform its obligations thereunder; and

4.4 the entry into and the performance by each Irish Guarantor of its obligations under the Documents to which it is a party, including the performance of its obligations under the Exchange Notes Guarantees, has been duly authorised by each Irish Guarantor and such Documents have been duly executed by the Company.

We consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm under the heading: “Legal Matters” in the prospectus that is included in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder. In addition we consent to the reliance by Fried, Frank, Harris, Shriver & Jacobson LLP as to matters of Irish law upon this opinion, in rendering its opinions in connection with the registration of the offer and sale of the Exchange Notes and the sale and issuance of the Exchange Notes as described in the Registration Statement. Except as stated above, without prior written consent, this opinion may not be furnished or quoted to, or relied upon by any other person or entity for any purpose.

Yours faithfully,

/s/ Matheson                                                 

MATHESON

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EX-5.4

Exhibit 5.4

    CLIFFORD CHANCE

    2-4 PLACE DE PARIS

    B.P. 1147

    L-1011 LUXEMBOURG

    GRAND-DUCHÉ DE LUXEMBOURG

    TEL +352 48 50 50 1

    FAX +352 48 13 85

    www.cliffordchance.com

LEGAL OPINION
Ancestry.com Inc. As issuer under the Indenture (as defined below) (the “Addressee”)	6 June 2013

Dear Sirs,

Project Anvil – Senior Notes – Registration Statement (as defined below)

1. We have acted as Luxembourg legal advisers for Ancelux 3 S.à r.l. (“Ancelux 3”) and Ancelux 4 S.à r.l. (“Ancelux 4”) and have been requested to deliver the following opinion (the “Opinion”) to the Addressee in respect of the agreement listed under paragraph 2 in connection with US law governed Form S-4 registration statement (the “Registration Statement”) dated 6 June 2013, and executed amongst others by Ancelux 3 and Ancelux 4 as guarantors, and to be filed with the U.S. Securities and Exchange Commission (the “Transaction”).

We have not been responsible for advising the Addressee to the Transaction and the delivery of this Opinion to the Addressee or to any other person to whom a copy of this Opinion may be communicated does not evidence an existence of any such advisory duty on our behalf to the Addressee or such person.

This Opinion is provided to the Addressee in connection with the New York law governed indenture, dated 28 December 2012, and entered into between, amongst others, Ancestry.com LLC (formerly known as ANVIL US 1 LLC) as parent, Ancestry.com Inc (formerly known as Global Generations Merger Sub Inc. as issuer and Wells Fargo Bank, National Association as trustee (the “Trustee”), relating to 11.00% senior notes due 2020 (the “Senior Notes”), as supplemented by the first supplemental indenture dated as at 28 December 2012 (the “Indenture”).

2. For the purpose of this Opinion, we have reviewed an execution copy of a New York law governed supplemental indenture dated 25 January 2013, and entered into between, amongst others, Ancestry.com LLC, Ancelux 3 and Ancelux 4 as additional guarantors and the Trustee, in relation to the Indenture (the “Supplemental Indenture”).

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Ancelux 3 and Ancelux 4 shall be collectively referred to as the “Luxembourg Obligors”.

Terms defined in the Supplemental Indenture or the Indenture shall have the same meaning herein, unless expressly provided to the contrary.

3. We have further reviewed the following documents:

3.1 in relation to Ancelux 3:

3.1.1 a copy of the notarial deed containing its articles of association dated 14 December 2012 (the “Ancelux 3 Constitutional Documents”);

3.1.2 a copy of the resolutions of its sole shareholder dated 10 May 2013 approving the resignation of Paul Armstrong from its board of managers and appointing William Stern as manager (the “Ancelux 3 Shareholder Resolutions”);

3.1.3 a copy of the minutes (the “Ancelux 3 Minutes”) of the meetings of its board of managers held on 24 January 2013 and during which its board of managers has adopted resolutions approving, inter alia, the terms of the Supplemental Indenture, and authorising any manager of Ancelux 3 appointed from time to time, each acting individually and with full power of substitution (the “Ancelux 3 Authorised Signatories”), to execute, inter alia, the Supplemental Indenture on its behalf (the “Ancelux 3 Resolutions”);

3.1.4 an excerpt from the Luxembourg register of commerce and companies (the “Register”) dated 6 June 2013 (the “Ancelux 3 Excerpt”); and

3.1.5 a certificate (the “Ancelux 3 Certificate”) from the Register dated 6 June 2013 stating that as of 5 June 2013, no judicial decision (the “Judicial Decision”) has been registered with the Register by application of article 13, items 2 to 11 and 13 and article 14 of the Luxembourg law dated 19 December 2002 relating to the register of commerce and companies as well as the accounting and the annual accounts of companies, as amended (the “RCS Law”), according to which Ancelux 3 would be subject to one of the judicial proceedings referred to in these provisions of the RCS Law (together the “Judicial Proceedings”) including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings.

All such documents are collectively referred to as the “Ancelux 3 Corporate Documents”;

3.2 in relation to Ancelux 4:

3.2.1 a copy of its coordinated articles of association dated 4 April 2013 (the “Ancelux 4 Constitutional Documents”);

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3.2.2 a copy of the resolutions of its sole shareholder dated 10 May 2013 approving the resignation of Paul Armstrong from its board of managers and appointing William Stern as manager (the “Ancelux 4 Shareholder Resolutions”);

3.2.3 a copy of the minutes (the “Ancelux 4 Minutes”) of the meetings of its board of managers held on 24 January 2013 and during which its board of managers has adopted resolutions approving, inter alia, the terms of the Supplemental Indenture, and authorising any manager of Ancelux 4 appointed from time to time, each acting individually and with full power of substitution (the “Ancelux 4 Authorised Signatories”), to execute, inter alia, the Supplemental Indenture on its behalf (the “Ancelux 4 Resolutions”);

3.2.4 an excerpt from the Register dated 6 June 2013 (the “Ancelux 4 Excerpt”); and

3.2.5 a certificate (the “Ancelux 4 Certificate”) from the Register dated 6 June 2013 stating that as of 5 June 2013, no Judicial Decision has been registered with the Register by application of article 13, items 2 to 11 and 13 and article 14 of the RCS Law, according to which Ancelux 4 would be subject to one of the Judicial Proceedings including in particular, bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings.

All such documents are collectively referred to as the “Ancelux 4 Corporate Documents”.

The Ancelux 3 Corporate Documents and the Ancelux 4 Corporate Documents shall be collectively referred to as the “Corporate Documents”.

The Ancelux 3 Constitutional Documents and the Ancelux 4 Constitutional Documents shall be collectively referred to as the “Constitutional Documents”.

The Ancelux 3 Minutes and the Ancelux 4 Minutes shall be collectively referred to as the “Minutes”.

The Ancelux 3 Shareholder Resolutions and the Ancelux 4 Shareholder Resolutions shall be collectively referred to as the “Shareholder Resolutions”.The Ancelux 3 Resolutions and the Ancelux 4 Resolutions shall be collectively referred to as the “Resolutions”.

The Ancelux 3 Authorised Signatories and the Ancelux 4 Authorised Signatories shall be collectively referred to as the “Authorised Signatories”.

The Ancelux 3 Excerpt and the Ancelux 4 Excerpt shall be collectively referred to as the “Excerpts”.

The Ancelux 3 Certificate and the Ancelux 4 Certificate shall be collectively referred to as the “Certificates”.

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4. We have not reviewed any documents other than the Supplemental Indenture and the Corporate Documents as defined above, and this Opinion does not purport to address any legal issues that arise in relation to such other documents that may be or come into force between the parties, even if there is a reference to any such documents in the Supplemental Indenture.

5. This Opinion is confined to and given on the basis of the laws of the Grand-Duchy of Luxembourg (“Luxembourg”) as currently applied by the Luxembourg courts in published case-law. We have made no independent investigation of any other laws for the purpose of this Opinion and do not express or imply any opinion in relation to any such laws. In particular, as Luxembourg qualified lawyers we are not qualified nor in a position to assess the meaning and consequences of the terms of the Supplemental Indenture under New York law or any other applicable law and we have made no investigation into such laws as a basis for the opinions expressed hereafter and do not express or imply any opinion thereon, including in relation to any implied terms, statutory provisions referred to therein or any other consequences arising from the entry into or performance under the Supplemental Indenture under such laws. Accordingly, our review of the Supplemental Indenture has been limited to the terms of such document as they appear on the face thereof without reference to US law or any other applicable law (other than Luxembourg law). We do not analyse in this Opinion the question whether the Supplemental Indenture creates legal, valid and enforceable obligations of the Luxembourg Obligors.

Notwithstanding the particular assumptions below, we have assumed that there is nothing in the law of any jurisdiction (in particular in any applicable insolvency, bankruptcy, liquidation or other similar laws of such jurisdiction applicable to any of the parties) other than Luxembourg which would affect this Opinion.

6. This Opinion is given on the basis that it is governed by and construed in accordance with the laws of Luxembourg and will be subject to the jurisdiction of the courts of Luxembourg.

7. The Opinion assumes:

7.1 the genuineness of all signatures and seals, and that persons purported to have signed have in fact signed;

7.2 the completeness and conformity to the originals of all documents supplied to us as certified, facsimile, photostatic or electronic copies or documents sent by fax or email and the authenticity of all original documents, as well as the accuracy and authenticity of all documents submitted to us;

7.3 that the Supplemental Indenture has been duly executed in the form reviewed by us;

7.4 that the Supplemental Indenture has in fact been signed on behalf of each of the Luxembourg Obligors by one of its Authorised Signatories;

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7.5 that each of the parties to the Supplemental Indenture other than the Luxembourg Obligors (the “Other Parties”) is duly incorporated or organised and validly existing under the laws of its respective place of incorporation and all other applicable laws and the capacity, power and authority of each of the Other Parties to enter into, to execute and deliver and to perform its respective obligations under the Supplemental Indenture;

7.6 the due execution and delivery by each of the Other Parties of the Supplemental Indenture;

7.7 that the execution and delivery by the Other Parties of the Supplemental Indenture are legal, valid and binding on them under the laws of their respective places of incorporation or organisation and under all other applicable laws, in their corporate interest and have been and remain duly approved and authorised by all necessary corporate, partnership, governmental and other action in accordance with their respective constitutive documents, the laws of their respective places of incorporation or organisation and all other applicable laws;

7.8 that all obligations under the Supplemental Indenture are valid, legally binding upon, validly perfected where required, and enforceable against, the respective parties thereto as a matter of all relevant laws (including the laws of Luxembourg);

7.9 that the parties entered into the Supplemental Indenture without any intention to defraud or deprive of any legal benefit any other persons or parties (such as third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction (and in particular any tax law);

7.10 that the place of the central administration (siège de l’administration centrale) and the centre of main interests of each Luxembourg Obligor is located at its registered office (siège statutaire) in Luxembourg and that no Luxembourg Obligor has an establishment outside Luxembourg (each such terms as defined respectively in the Council Regulation (EC) n°1346/2000 of 29 May 2000 on insolvency proceedings as amended, or domestic Luxembourg law);

7.11 that each of the Luxembourg Obligors is in full compliance with the law dated 31 May 1999 on the domiciliation of companies (and the relevant regulations) imposing certain requirements on companies having established their registered office with a third party (other than a company belonging to the same group of companies or an individual being a direct or indirect shareholder exercising a significant influence on the conduct of the domiciliated company’s business) providing certain administrative services to such companies;

7.12 that the entry into, the execution of and the performance under the Supplemental Indenture is in the corporate interest of the Luxembourg Obligors (in that respect we refer you to the Minutes);

7.13 that the Shareholder Resolutions and the Resolutions have been validly taken, have not been rescinded or amended, that all statements made in the Minutes and the Shareholder Resolutions are true, accurate and up-to-date and that there have been no amendments to the Constitutional Documents of the Luxembourg Obligors;

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7.14 that the Excerpts are true, accurate and up to date both on the date of this Opinion and on the date of adoption of the Resolutions and the execution of the Minutes except concerning the changes implemented by the Shareholder Resolutions;

7.15 that the Certificates are correct and up-to-date and that all decisions and acts, the publication of which is required by applicable laws (including the RCS Law and the Luxembourg law dated 10 August 1915 on Commercial Companies, as amended (the “1915 Law”)) have been duly registered within the applicable legal time periods with the Register;

7.16 that no security interest is created or purported to be created under or pursuant to the Supplemental Indenture;

7.17 that the Senior Notes will not be the subject of a public offering in Luxembourg for the purposes of the Luxembourg law dated 10 July 2005 on prospectus for securities as amended (the “Prospectus Law”) and implementing Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading as amended (the “Prospectus Directive”);

7.18 that the Senior Notes are not and will not be listed on a regulated market within the meaning of the Prospectus Law and/or the Prospectus Directive and that the Senior Notes will not be listed in Luxembourg;

7.19 that no winding-up, insolvency or other similar petition has been presented for any of the parties to the Supplemental Indenture;

7.20 that none of the Other Parties is subject to bankruptcy, insolvency, moratorium, controlled management, suspension of payments, court ordered liquidation or reorganisation or any similar procedure affecting the rights of creditors generally;

7.21 that none of the Luxembourg Obligors is subject to bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite), court ordered liquidation (liquidation judiciaire) or reorganisation, voluntary dissolution or liquidation (dissolution ou liquidation volontaire) or any similar procedure affecting the rights of creditors generally, whether under Luxembourg or any other law;

7.22 that none of the parties meets or threatens to meet the criteria for the opening of any of the procedures referred to under 7.20 and 7.21; and

7.23 that all assumptions were true on the respective dates of execution of the Supplemental Indenture as well as on the date hereof and for the entire period in between and there have been no changes to any matters since the execution of the Supplemental Indenture which could affect this Opinion.

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8. According to the Certificates, no Judicial Decision opening Judicial Proceedings (including in particular bankruptcy (faillite), controlled management (gestion contrôlée), suspension of payments (sursis de paiement), arrangement with creditors (concordat préventif de la faillite) and judicial liquidation (liquidation judiciaire) proceedings) against any of the Luxembourg Obligors has been registered with the Register on the date stated therein. The Certificates do not indicate whether a Judicial Decision has been taken or Judicial Proceedings have been opened. The registration of a Judicial Decision must be requested by the legally determined persons at the latest one month after the Judicial Decision has been rendered. As a consequence a delay exists between the moment where the event rendering the registration with the Register necessary occurs and the actual registration of the Judicial Decision in the Register. It may furthermore not be excluded that no registration has occurred during the legally prescribed period of one month if no request for registration has been made. As a consequence the Certificates are not conclusive as to the opening and existence or not of Judicial Decisions or Proceedings and should not be relied upon as such. The Certificates do, for the avoidance of doubt, not purport to indicate whether or not a petition or order for any of the Judicial Proceedings has been presented or made.

9. On the above assumptions, subject to any matters not disclosed to us and subject to the reservations set out below, we are of the opinion that:

9.1 each of the Luxembourg Obligors is incorporated in Luxembourg as a société à responsabilité limitée;

9.2 each of the Luxembourg Obligors has the power to enter into the Supplemental Indenture and to exercise its rights and perform its obligations under the Supplemental Indenture;

9.3 all necessary corporate action has been taken to enable the Luxembourg Obligors validly to enter into and to perform their obligations under the Supplemental Indenture and the performance of such obligations under the Supplemental Indenture does not constitute a violation of their respective Constitutional Documents;

9.4 no further acts and conditions are required by Luxembourg law to be done, fulfilled and performed in order to enable the Luxembourg Obligors lawfully to enter into the Supplemental Indenture (which includes the guarantee of the Senior Notes by the Luxembourg Obligors).

10. The Opinion set forth above is subject to the following reservations:

10.1 the rights and obligations of the parties under the Supplemental Indenture may be limited or affected by general principles and specific provisions of bankruptcy, insolvency, liquidation, reorganisation, reconstruction or other laws affecting the enforcement of creditors’ rights generally;

10.2 no opinion is expressed on any tax consequences of the Supplemental Indenture or the transactions considered;

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10.3 no opinion (except to the extent expressly opined upon herein) is expressed or implied in relation to the accuracy of any representation or warranty given by or concerning any of the parties to the Supplemental Indenture or whether such parties or any of them have complied with or will comply with any covenant or undertaking given by them or the terms and conditions of any obligations binding upon them;

10.4 the Constitutional Documents (as well as any other documents relating to the Luxembourg Obligors the publication of which is required by law) will only be enforceable against third parties after they have been published in the Mémorial C, except where such third parties have knowledge thereof, whereas however third parties may rely thereon prior to such publication. For the 15 days following the publication, such documents would not be enforceable against third parties who prove that it was impossible for them to have knowledge thereof;

10.5 by application of Article 203 of the 1915 Law, a company not respecting any provision of Luxembourg criminal law or the Luxembourg law on commercial companies (such as the obligations to file its annual accounts within the legally determined timeframe) may be put into judicial dissolution and liquidation upon the application of the public prosecutor;

10.6 any power of attorney (including if granted by way of security) expressed to be irrevocable and granted by a Luxembourg Obligor may as a matter of Luxembourg law (which a court may also apply to powers governed by foreign law), be subject to revocation or termination by or on behalf of the grantor despite its being expressed to be irrevocable, which causes the withdrawal of all powers to act on behalf of the grantor of the power of attorney;

10.7 any power of attorney and mandate, as well as any other agency provisions granted and all appointments of agents made by the Luxembourg Obligors (including any appointments made by way of security), explicitly or by implication, will terminate by law and without notice upon the Luxembourg Obligors’ bankruptcy (faillite) or judicial winding-up (liquidation judiciaire), and become ineffective upon the Luxembourg Obligors entering controlled management and suspension of payments (gestion contrôlée et sursis de paiement) (in both cases except in very limited circumstances).

11. In this Opinion, Luxembourg legal concepts are expressed in English terms and not in their original French terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This Opinion may therefore only be relied upon under the express condition that any issues of interpretation arising thereunder will be governed by Luxembourg law and be brought before a Luxembourg court.

This Opinion is strictly limited to the matters stated herein, it only speaks as of this day and does not extend to, and is not to be read as extending by implication to, any other matter in connection with the Registration Statement or the Supplemental Indenture or otherwise. It may not be relied upon by any other person, or used for any other purpose, or quoted or referred to in any public document, or filed with any government agency or another person,

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nor may its existence or contents be disclosed to any person, without, in any such case, our prior written consent. This Opinion does not contain any undertaking to update it or to inform you of any changes in the laws of Luxembourg or any other laws which would affect the content thereof in any manner.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act, as amended, or the rules and regulations of the U.S. Securities and Exchange Commission thereunder.

Yours faithfully,

/s/ CLIFFORD CHANCE                

Marc Mehlen

Avocat à la Cour

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EX-10.1

Exhibit 10.1

Execution Version

$720,000,000

CREDIT AND GUARANTY AGREEMENT

among

ANVIL US 1 LLC,

as Holdings,

Global Generations International Inc.,

as U.S. Holdings,

Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.),

as the Borrower,

The Several Lenders from Time to Time Parties Hereto,

and

Barclays Bank PLC,

as Administrative Agent

Dated as of December 28, 2012

Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and RBC Capital Markets,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
SECTION 1.    DEFINITIONS			1
1.1	Defined Terms		1
1.2	Other Interpretive Provisions		54
1.3	Calculations; Computations; Latest Maturity Date		54
SECTION 2.    AMOUNT AND TERMS OF CREDIT			56
2.1	The Commitments		56
2.2	Minimum Amount of Each Borrowing		58
2.3	Notice of Borrowing		58
2.4	Repayment of Loans		59
2.5	Disbursement of Funds		60
2.6	Notes		60
2.7	Conversions/Continuation		61
2.8	Pro Rata Borrowings		62
2.9	Interest		62
2.10	Interest Periods		63
2.11	Increased Costs, Illegality, etc.		64
2.12	Compensation		66
2.13	Change of Lending Office		67
2.14	Replacement of Lenders		67
2.15	Incremental Credit Extensions		68
2.16	Loan Modification Offers		71
2.17	Defaulting Lender		72
2.18	Refinancing Amendments		75
SECTION 3.    LETTERS OF CREDIT			76
3.1	Letters of Credit		76
3.2	Maximum Letter of Credit Outstandings; Final Maturities		77
3.3	Letter of Credit Requests; Minimum Stated Amount		78
3.4	Letter of Credit Participations		79
3.5	Agreement to Repay Letter of Credit Drawings		80
3.6	Increased Costs		81
SECTION 4.    COMMITMENT FEES; FEES; REDUCTIONS OF COMMITMENTS			81
4.1	Fees		81
4.2	Voluntary Termination of Unutilized Revolving Loan Commitments		82
4.3	Mandatory Reduction of Commitments		83
SECTION 5.    PREPAYMENTS; PAYMENTS; TAXES			83
5.1	Voluntary Prepayments		83
5.2	Mandatory Repayments		84
5.3	Repayment of Revolving Excess, etc.		87
5.4	Method and Place of Payment		87
5.5	Net Payments		87

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SECTION 6.    REPRESENTATIONS AND WARRANTIES		89
6.1	Financial Condition	89
6.2	No Change	90
6.3	Existence; Compliance with Law	90
6.4	Power; Authorization; Enforceable Obligations	90
6.5	Consents	90
6.6	No Legal Bar	91
6.7	Litigation	91
6.8	[Reserved]	91
6.9	Ownership of Property; Liens	91
6.10	Intellectual Property	91
6.11	Taxes	91
6.12	Federal Regulations	92
6.13	Labor Matters	92
6.14	ERISA	92
6.15	Investment Company Act; Other Regulations	93
6.16	Capitalization and Subsidiaries	93
6.17	Environmental Matters	93
6.18	Accuracy of Information, etc.	94
6.19	Security Documents	94
6.20	Solvency	95
6.21	Patriot Act; OFAC	95
6.22	Status as Senior Indebtedness	95
6.23	Anti Corruption Laws	96
SECTION 7.    CONDITIONS PRECEDENT		96
7.1	Conditions to Initial Extension of Credit	96
7.2	Conditions to Each Extension of Credit	98
7.3	Condition to each Revolving Loan, Swingline Loan and Letter of Credit	99
SECTION 8.    AFFIRMATIVE COVENANTS		99
8.1	Financial Statements	99
8.2	Certificates; Other Information	100
8.3	Payment of Taxes	101
8.4	Maintenance of Existence; Compliance	101
8.5	Maintenance of Property; Insurance	101
8.6	Inspection of Property; Books and Records; Discussions	102
8.7	Notices	102
8.8	Additional Collateral, etc.	103
8.9	Credit Ratings	105
8.10	Further Assurances	105
8.11	Designation of Unrestricted Subsidiaries	105
8.12	Post-Closing Matters	106
8.13	Interest Rate Protection	106
8.14	ERISA	106
8.15	Use of Proceeds	106
SECTION 9.    NEGATIVE COVENANTS		107
9.1	Maximum Total Net Secured Leverage Ratio	107
9.2	Indebtedness	107

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9.3	Liens	110
9.4	Fundamental Changes	112
9.5	Disposition of Property	113
9.6	Restricted Payments	115
9.7	Investments	118
9.8	Payments and Modifications of Certain Debt Instruments	121
9.9	Transactions with Affiliates	121
9.10	Sale Leaseback Transactions	122
9.11	Changes in Fiscal Periods	122
9.12	Negative Pledge Clauses	122
9.13	Clauses Restricting Restricted Subsidiary Distributions	123
9.14	Lines of Business	123
SECTION 10.    GUARANTEE		124
10.1	The Guarantee	124
10.2	Obligations Unconditional	124
10.3	Reinstatement	125
10.4	No Subrogation	125
10.5	Remedies	125
10.6	Continuing Guarantee	125
10.7	General Limitation on Guaranteed Obligations	126
10.8	Release of Guarantors and Pledges	126
10.9	Right of Contribution	126
SECTION 11.    EVENTS OF DEFAULT		127
11.1	Events of Default	127
11.2	Action in Event of Default	129
11.3	Right to Cure	130
11.4	Application of Proceeds	131
SECTION 12.    ADMINISTRATIVE AGENT		132
12.1	Appointment	132
12.2	Nature of Duties	132
12.3	Lack of Reliance on the Administrative Agent	133
12.4	Certain Rights of the Administrative Agent	133
12.5	Reliance	133
12.6	Indemnification	133
12.7	The Administrative Agent in its Individual Capacity	134
12.8	Holders	134
12.9	Resignation by the Administrative Agent	134
12.10	Collateral Matters	136
12.11	Parallel Debt	136
12.12	Delivery of Information	137
SECTION 13.    MISCELLANEOUS		138
13.1	Payment of Expenses, etc.	138
13.2	Right of Setoff	139
13.3	Notices	140
13.4	Benefit of Agreement; Assignments; Participations	140
13.5	No Waiver; Remedies Cumulative	145
13.6	Payments Pro Rata	146

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13.7	[Reserved]	146
13.8	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	146
13.9	Counterparts	147
13.10	Effectiveness	148
13.11	Headings Descriptive	148
13.12	Amendment or Waiver; etc.	148
13.13	Survival	151
13.14	Domicile of Loans	151
13.15	Register	151
13.16	Confidentiality	152
13.17	Patriot Act	152
13.18	Interest Rate Limitation	152
13.19	Judgment Currency	153
13.20	No Advisory or Fiduciary Responsibility	153

SCHEDULES:

Schedule I	Lenders and Commitments
Schedule II	Notice Addresses
Schedule 1.1(a)	Mandatory Costs
Schedule 1.1(b)	Final Structure Schedule
Schedule 6.7	Litigation
Schedule 6.16	Subsidiaries
Schedule 6.19(a)	Security Documents
Schedule 6.19(b)	Owned Real Property
Schedule 7.1(g)	Local Counsel Opinions
Schedule 8.12	Post-Closing Matters
Schedule 9.2(j)	Existing Indebtedness
Schedule 9.3(i)	Existing Liens
Schedule 9.7(n)	Existing Investments
Schedule 9.9	Existing Affiliate Transactions
Schedule 9.12	Existing Restrictive Agreements
EXHIBITS:
Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Financial Statements Certificate
Exhibit C	Intercreditor Agreement Term Sheets
Exhibit D	Form of Guarantor Joinder Agreement
Exhibit E	Form of Security Agreement
Exhibit F	Form of Notice of Borrowing
Exhibit G	Form of Term Note
Exhibit H	Form of Revolving Note
Exhibit I	Form of Swingline Note
Exhibit J	Form of Notice of Conversion/Continuation
Exhibit K	Form of Letter of Credit Request
Exhibit L	Form of Non-Bank Certificate
Exhibit M	Form of Closing Certificate
Exhibit N	Form of Solvency Certificate

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Exhibit O	Form of Prepayment Notice
Exhibit P	Form of Perfection Certificate
Exhibit Q	Security and Guarantee Principles

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CREDIT AND GUARANTY AGREEMENT, dated as of December 28, 2012, among ANVIL US 1 LLC, a Delaware limited liability company (“Holdings”), 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.

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of October 21, 2012 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), among U.S. Holdings, Global Generations Merger Sub Inc., a Delaware corporation (“Merger Sub”) and Ancestry.com Inc., Merger Sub will be merged with and into the Borrower in accordance with the terms thereof (the “Acquisition”); and

WHEREAS, the Borrower has requested that, immediately upon the satisfaction in full of the conditions precedent set forth in Section 7.1, the Lenders (a) lend to the Borrower $670,000,000 in the form of a term loan and (b) make available to the Borrower a $50,000,000 revolving credit facility for the making of revolving loans and the issuance of letters of credit, from time to time;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto covenant and agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement (including the recitals hereof), the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“Acceptable Price” shall have the meaning set forth in the definition of “Dutch Auction.”

“Accepting Lenders” shall have the meaning set forth in Section 2.16(a).

“Accounting Changes” shall have the meaning set forth in Section 1.3(a).

“Acquisition” shall have the meaning set forth in the recitals hereto.

“Acquisition Documentation” shall mean, collectively, the Merger Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

“Additional Lender” shall mean, at any time, any bank or other financial institution that agrees to provide any portion of any (a) New Revolving Loan Commitment, Revolving Loan Commitment Increase or Incremental Term Loans in accordance with Section 2.15 or (b) Credit Agreement Refinancing Debt pursuant to a Refinancing Amendment in accordance with Section 2.18; provided that (i) the Administrative Agent and, in respect of any New Revolving Loan Commitment, Revolving Loan Commitment Increase or Other Revolving Loan, the Issuing Lender and the Swingline Lender, shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender if such consent would be required under Section 13.4 for an assignment of Loans or Revolving Loan Commitments, as applicable, to such Additional Lender, (ii) the Borrower shall have consented to such Additional Lender and (iii) if such Additional Lender is an Affiliated Lender, such Additional Lender must comply with the limitations and restrictions set forth in Section 13.4(a)(iv).

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“Adjustable Applicable Margins” shall have the meaning provided in the definition of Applicable Margin.

“Administrative Agent” shall mean Barclays Bank PLC, in its capacity as Administrative Agent for the Lenders hereunder and under the other Loan Documents, and shall include any successor to the Administrative Agent appointed pursuant to Section 12.9.

“Affiliate” shall mean, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” shall have the meaning set forth in Section 9.9.

“Affiliated Investment Fund” shall mean any Affiliate of Holdings (other than Holdings, U.S. Holdings, the Borrower or any of their respective Subsidiaries) that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which the Sponsors and investment vehicles managed or advised by the Sponsors that are not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course do not make investment decisions for such entity.

“Affiliated Lender” shall mean, at any time, any Lender that is a Sponsor or an Affiliate of the Sponsors (other than Holdings, U.S. Holdings, the Borrower or any of their respective Subsidiaries or any natural person) at such time.

“Agreement” shall mean this Credit and Guaranty Agreement, as modified, supplemented, amended, restated (including any amendment and restatement hereof), extended or renewed from time to time.

“AHYDO Payments” shall mean payments with respect to the Senior Notes (or any Permitted Refinancing thereof) that are necessary to avoid such Junior Financing being treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code.

“All-In Yield” shall mean, as to any Indebtedness, the yield thereof, whether in the form of interest rate margins, original issue discount, upfront fees or a LIBOR Rate or Base Rate floor greater than 1.25% or 2.25%, respectively, in the case of any Incremental Term Loan, or any LIBOR Rate or Base Rate floor in the case of any Incremental Revolving Loan Commitment (it being understood that to the extent any Indebtedness has an interest floor in excess of that of other Indebtedness, such excess shall be equated to interest rate for purposes of determining any increase to the Applicable Margin required by Section 2.15); provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity; provided further that the All-In Yield shall not include arrangement fees, structuring fees or other fees payable in connection therewith that are not shared with all lenders of such Indebtedness; provided further that upfront fees shall be deemed to constitute like amounts of OID.

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“Alternate Currency” shall mean Euros and Pounds Sterling.

“Alternate Currency Equivalent” shall mean, at any time for the determination thereof, the amount of the applicable Alternate Currency which could be purchased with the amount of Dollars involved in such computation at the Spot Currency Exchange Rate as of 11:00 A.M. (New York time) on the date two (2) Business Days prior to the date of any determination thereof for purchase on such date with respect to the applicable Alternate Currency Loans (or, in the case of any determination pursuant to Section 13.19, on the date of determination).

“Alternate Currency Letter of Credit Outstandings” shall mean all Letter of Credit Outstandings in respect of Letters of Credit denominated in an Alternate Currency.

“Alternate Currency Loan” shall mean a Loan denominated in an Alternate Currency.

“Alternate Currency Rate” shall mean (a) in respect of Loans denominated in Euros, Euro LIBOR and (b) in respect of Loans denominated in Pounds Sterling, the Sterling Rate.

“Applicable Discount” shall have the meaning set forth in the definition of “Dutch Auction.”

“Applicable Margin” shall mean, subject to the next three (3) paragraphs of this definition, (I) initially, a percentage per annum equal to (i) in the case of Initial Term Loans maintained as (A) Base Rate Loans, 4.75% and (B) LIBOR Loans, 5.75%; (ii) in the case of Initial Revolving Loans maintained as (A) Base Rate Loans, 3.50% and (B) Fixed Rate Loans, 4.50%; and (iii) in the case of Swingline Loans, 3.50 %, (II) with respect to Incremental Term Loans and/or Incremental Revolving Loans, the rate per annum specified in the Incremental Amendment establishing Incremental Term Loan Commitments and/or Incremental Revolving Loan Commitments in respect of such Incremental Term Loans and/or Incremental Revolving Loans, as the case may be and (III) with respect to Other Term Loans or Other Revolving Loans, the rate per annum specified in the Refinancing Amendment establishing such Loan.

From and after each day of delivery of any certificate delivered in accordance with the first sentence of the following paragraph indicating an entitlement to a different margin or different Commitment Fee for Initial Revolving Loans than that described in the immediately preceding sentence (each, a “Start Date”) to and including the applicable End Date described below, the Applicable Margins for such Initial Revolving Loans (hereinafter, the “Adjustable Applicable Margins”) and Commitment Fees shall be those set forth below opposite the Total Net Secured Leverage Ratio indicated to have been achieved in any certificate delivered as provided below:

Revolving Facility
Total Net Secured Leverage Ratio	Initial Revolving Loan Fixed Rate Margin			Initial Revolving Loan and Swingline Loan Base Rate Margin			Commitment Fees
Greater than 3.25 to 1.0		4.50	%		3.50	%		0.50	%
Less than or equal to 3.25 to 1.0 but greater than 2.75 to 1.0		4.25	%		3.25	%		0.50	%
Less than or equal to 2.75 to 1.0		4.00	%		3.00	%		0.375	%

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The Total Net Secured Leverage Ratio used in a determination of Adjustable Applicable Margins and Commitment Fees shall be determined based on the delivery of a certificate of Holdings (each, a “Quarterly Pricing Certificate”) by an Authorized Officer of Holdings to the Administrative Agent (with a copy to be sent by the Administrative Agent to each Lender), within forty-five (45) days after the last day of any fiscal quarter of Holdings ending at least six (6) months following the Closing Date, which certificate shall set forth the calculation of the Total Net Secured Leverage Ratio as at the last day of the Test Period ended immediately prior to the relevant Start Date (but determined on a Pro Forma Basis solely to give effect to all Permitted Acquisitions (if any) and all Asset Sales (if any) consummated after the end of the most recently ended Test Period and on or prior to the date of delivery of such certificate and any Indebtedness incurred, assumed or permanently repaid in connection therewith) and the Adjustable Applicable Margins and Commitment Fees that shall be thereafter applicable (until same are changed or cease to apply in accordance with the following sentences); provided that at the time of the consummation of any Permitted Acquisition or Asset Sale, an Authorized Officer of Holdings shall deliver to the Administrative Agent a certificate (a “Transaction Certificate”) setting forth the calculation of the Total Net Secured Leverage Ratio on a Pro Forma Basis (solely to give effect to all Permitted Acquisitions (if any) and all Asset Sales (if any) consummated on or prior to the date of the delivery of such certificate and any Indebtedness incurred or assumed in connection therewith) as of the last day of the last Calculation Period ended prior to the date on which such Permitted Acquisition or Asset Sale is consummated for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), as the case may be, and the date of such consummation shall be deemed to be a Start Date and the Adjustable Applicable Margins and Commitment Fees that shall be thereafter applicable (until same are changed or cease to apply in accordance with the following sentences) shall be based upon the Total Net Secured Leverage Ratio as so calculated. The Adjustable Applicable Margins and Commitment Fees so determined shall apply, except as set forth in the succeeding sentence, from the relevant Start Date to the earliest of (x) the date on which the next Quarterly Pricing Certificate or Transaction Certificate is delivered to the Administrative Agent, (y) the date on which the next Permitted Acquisition or Asset Sale is consummated or (z) the date which is forty-five (45) days following the last day of the Test Period in which the previous Start Date occurred (such earliest date, the “End Date”), at which time, if no Quarterly Pricing Certificate has been delivered to the Administrative Agent indicating an entitlement to new Adjustable Applicable Margins and Commitment Fees (and thus commencing a new Start Date), the Adjustable Applicable Margins shall be those set forth in the first sentence of this definition (such Adjustable Applicable Margins as so determined, the “Highest Adjustable Applicable Margins”) and the Commitment Fees shall be 0.50% per annum (and shall be paid in accordance with Section 4.1). Notwithstanding anything to the contrary contained above in this definition, the Adjustable Applicable Margins shall be the Highest Adjustable Applicable Margins and the Commitment Fees shall be 0.50% per annum at all times during the continuance of any Significant Event of Default.

Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Total Net Secured Leverage Ratio set forth in any Quarterly Pricing Certificate delivered for any period is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin or Commitment Fees that is or are less than that which would have been applicable had the Total Net Secured Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Margin” and

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Commitment Fees for any day occurring within the period covered by such Quarterly Pricing Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Total Net Secured Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period pursuant to Sections 2.9(a), (b) and (c) and 4.1(a) and (b) as a result of the miscalculation of the Total Net Secured Leverage Ratio shall be deemed to be due and payable under the relevant provisions of Section 2.9(a), (b) or (c) or Section 4.1(a) or (b), as applicable, at the time the interest or fees for such period were required to be paid pursuant to said Section on the same basis as if the Total Net Secured Leverage Ratio had been accurately set forth in such Quarterly Pricing Certificate (and shall remain due and payable until paid in full, together with all amounts owing under Section 2.9(d), in accordance with the terms of this Agreement) and shall be due and payable on the date of such subsequent determination.

“Applicable Requirements” shall mean in respect of any Indebtedness, Indebtedness that satisfies the following requirements:

(a) does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption or prepayment (except customary asset sale or change of control provisions), in each case prior to the date that is ninety-one (91) days after the then Latest Maturity Date at the time such Indebtedness is incurred;

(b) if such Indebtedness is secured by any portion of the Collateral, a Senior Representative acting on behalf of the holders of such Indebtedness has become party to an Intercreditor Agreement (or any Intercreditor Agreement has been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in any portion of the Collateral on a pari passu basis or a junior-lien basis, as applicable);

(c) if such Indebtedness is secured on a pari passu basis with the Obligations by any portion of the Collateral, it is in the form of debt securities or other Indebtedness that is not in the form of a credit facility that could have been incurred as an Incremental Facility;

(d) to the extent such Indebtedness is secured, it is not secured by any property or assets of Holdings or any Group Member other than the Collateral (it being agreed that such Indebtedness shall not be required to be secured by all of the Collateral);

(e) if such Indebtedness is guaranteed, it is not guaranteed by any Person that is not a Guarantor; and

(f) other terms and conditions of such Indebtedness (that are customary and usual for Indebtedness of this type other than pricing, fees, rate floors, premiums, optional prepayment or redemption provisions) are either (i) taken as a whole, not materially more favorable to the providers of such Indebtedness than those set forth in the Loan Documents (it being understood that terms that are substantially similar to the Senior Notes are not materially more favorable for purposes of the foregoing) or (ii) on market terms for “high yield” notes of the type being incurred at the time of incurrence (it being agreed that, subject to clause (c) above, such Indebtedness may be in the form of notes or a credit agreement), except in each case for covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date;

provided that a certificate of an Authorized Officer of Holdings delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good faith that such terms and

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conditions satisfy the requirements of this definition, shall be conclusive evidence that such terms and conditions satisfy the requirements of this definition unless the Administrative Agent notifies Holdings within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

“Approved Foreign Bank” shall have the meaning set forth in the definition of “Cash Equivalents.”

“Approved Fund” shall mean any Person (other than a natural person or Disqualified Lender) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Sale” shall mean any Dispositions of property pursuant to Sections 9.5(s) and/or (v) that yield aggregate consideration to Holdings or any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of an amount equal to $5,000,000 with respect to any single Disposition or series of related Dispositions of property.

“Assignee” shall have the meaning set forth in Section 13.4(a)(i).

“Assignment and Assumption” shall mean an Assignment and Assumption, substantially in the form of Exhibit A.

“Assignment Taxes” shall have the meaning set forth in the definition of “Other Taxes.”

“Attributable Debt” shall mean, in respect of a Sale Leaseback Transaction, at the time of determination, the present value of the obligation of the Loan Party that acquires, leases or licenses back the right to use all or a material portion of the subject property for net rental, license or other payments during the remaining term of the lease, license or other arrangement included in such Sale Leaseback Transaction including any period for which such lease, license or other arrangement has been extended or may, at the sole option of the other party (or parties) thereto, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Auction Purchase” shall mean a purchase of Term Loans pursuant to a Dutch Auction (x) in the case of a Permitted Auction Purchaser, in accordance with the provisions of Section 13.4(a)(iii) or (y) in the case of an Affiliated Lender, in accordance with the provisions of Section 13.4(a)(iv).

“Australian Dollars” shall mean freely transferable lawful money of the Commonwealth of Australia (expressed in Australian dollars).

“Authorized Officer” shall mean, with respect to (i) delivering Notices of Borrowing, Notices of Conversion/Continuation and similar notices, any person or persons that has or have been authorized by the board of directors (or similar governing body) of the Borrower to deliver such notices pursuant to this Agreement, (ii) delivering financial information and officer’s certificates pursuant to this Agreement (including Section 8.7), the chief financial officer, the treasurer, the assistant treasurer or the controller of Holdings or the Borrower, (iii) any other matter in connection with this Agreement or any other Loan Document, any officer (or a person or persons so designated by any such officer) of Holdings or the Borrower and (iv) as to any other Loan Party or, in the case of any Foreign Subsidiary, any duly appointed authorized signatory or director or managing member of such Person; provided that in the case

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of clauses (i), (iii) and (iv) above, such Authorized Officers may include, for the avoidance of doubt, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller, secretary, assistance secretary or corporate secretary of the Borrower, Holdings or any Loan Party, as applicable.

“Available Amount” shall mean, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the sum of:

(a) an amount equal to $25,000,000, plus

(b) the Retained Excess Cash Flow Amount at such time, plus

(c) (I) the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Qualified Equity Interests of Holdings or of any direct or indirect parent of Holdings after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as equity to the capital of the Borrower and (ii) the Qualified Equity Interests of Holdings or of any direct or indirect parent of Holdings issued upon conversion of Indebtedness incurred after the Closing Date of Holdings or any of its Restricted Subsidiaries owed to a Person other than a Loan Party or a Restricted Subsidiary of Loan Party and (II) the fair market value (as determined by the board of directors (or similar governing body) of Holdings) of assets or property received by the Borrower and/or its Restricted Subsidiaries as a contribution to its equity capital (excluding (w) a Specified Equity Contribution, (x) any such contribution by Holdings or any of its Subsidiaries, (y) issuances of Capital Stock applied pursuant to Section 9.7(p) and (z) Excluded Contributions), plus

(d) 100% of the aggregate amount received by Holdings and/or its Restricted Subsidiaries in cash and Cash Equivalents (valued at the fair market value thereof, as determined by the board of directors (or similar governing body) or an Authorized Officer of Holdings) from:

(i) the sale (other than to Holdings or any such Restricted Subsidiary) of any Capital Stock of an Unrestricted Subsidiary or any Investments, or

(ii) any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any Investments, or

(iii) any interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any Investments, plus

(e) 100% of the aggregate amount of Declined Proceeds received by Holdings and/or its Restricted Subsidiaries, plus

(f) in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, Holdings or a Restricted Subsidiary, the fair market value (as determined by the board of directors (or similar governing body) or an Authorized Officer of Holdings) of the Investments of Holdings and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such re-designation, combination or transfer (or of the assets transferred or conveyed, as applicable), in each case without duplication of returns included in the calculation of Consolidated Net Income and to the extent such Investments correspond to the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to Section 8.11 and were originally made using the Available Amount pursuant to Section 9.7(u), plus

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(g) an amount equal to the net reduction in Investments made pursuant to Section 9.7(u) in respect of any returns in cash, Cash Equivalents and assets (valued at the fair market value thereof, as determined by the board of directors (or similar governing body) or an Authorized Officer of Holdings) (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by Holdings and its Restricted Subsidiaries from such Investments, minus

(h) any amount of the Available Amount used to make Investments pursuant to Section 9.7(u) after the Closing Date and prior to such time, minus

(i) any amount of the Available Amount used to make Restricted Payments pursuant to Section 9.6(b) after the Closing Date and prior to such time, minus

(j) any amount of the Available Amount used to make payments or redemptions pursuant to Section 9.8(d) after the Closing Date and prior to such time.

“Available Currency” shall mean (i) with respect to Term Loans (other than Incremental Term Loans) and Swingline Loans, Dollars, (ii) with respect to Revolving Loans and Letters of Credit, Dollars and any Alternate Currency and (iii) with respect to Incremental Term Loans, Dollars and any Alternate Currency as specified in the respective Incremental Amendment.

“Back-Stop Arrangements” shall mean, collectively, Letter of Credit Back-Stop Arrangements and Swingline Back-Stop Arrangements.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto.

“Base Rate” shall mean, at any time, the highest of (i) the Prime Lending Rate at such time, (ii) 1/2 of 1% in excess of the overnight Federal Funds Rate at such time and (iii) the LIBOR Rate that would then be in effect for a LIBOR Loan with an Interest Period of one month plus 1%; provided, that solely in the case of Initial Term Loans, the Base Rate shall not be less than 2.25% per annum. For purposes of this definition, the LIBOR Rate shall be determined using the LIBOR Rate as otherwise determined by the Administrative Agent in accordance with the definition of LIBOR Rate, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than two (2) Business Days prior to the commencement of an Interest Period) or (y) if a given day is not a Business Day, the LIBOR Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding clause (x) for the most recent Business Day preceding such day. Any change in the Base Rate due to a change in the Prime Lending Rate, the Federal Funds Rate or such LIBOR Rate shall be effective as of the opening of business on the day of such change in the Prime Lending Rate, the Federal Funds Rate or such LIBOR Rate, respectively.

“Base Rate Loan” shall mean (i) each Swingline Loan and (ii) each other Dollar Denominated Loan designated or deemed designated as such by the Borrower at the time of the incurrence thereof or conversion thereto.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower” shall have the meaning set forth in the preamble hereto.

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“Borrowing” shall mean the borrowing of one Type of Loan of a single Tranche from all the Lenders having Commitments of the respective Tranche (or from the Swingline Lender in the case of Swingline Loans) on a given date (or resulting from a conversion or conversions on such date) having in the case of Fixed Rate Loans, the same Interest Period; provided that Base Rate Loans incurred pursuant to Section 2.11(b) shall be considered part of the related Borrowing of LIBOR Loans.

“Business Day” shall mean (i) for all purposes other than as covered by clauses (ii) and (iii) below, any day except Saturday, Sunday and any day which shall be in New York, New York, a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, LIBOR Loans, any day that is a Business Day described in clause (i) above and that is also a day for trading by and between banks in Dollar deposits in the interbank LIBOR market and (iii) with respect to all notices and determinations in connection with, and payments of principal and interest on or with respect to, Euro Denominated Loans and Sterling Denominated Loans, any day that is a Business Day described in clauses (i) and (ii) and that is also (a) a day for trading by and between banks in the London interbank market and which shall not be a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in London, England and (b) in relation to any payment in Euros, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer 2 (TARGET 2) System is open.

“Calculation Period” shall mean, with respect to any Permitted Acquisition, any Asset Sale or any other event expressly required to be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the Test Period most recently ended prior to the date of such Permitted Acquisition, Asset Sale or other event for which financial statements have been delivered pursuant to Section 8.1(a) or (b), as applicable.

“Canadian Dollars” shall mean freely transferable lawful money of Canada (expressed in Canadian dollars).

“Cancellation” or “Cancelled” shall mean the cancellation, termination and forgiveness by Permitted Auction Purchaser of all Term Loans acquired in connection with an Auction Purchase or other acquisition of Term Loans, which cancellation shall be consummated as described in Section 13.4(a)(iii)(C) and the definition of “Eligible Assignee.”

“Capital Lease Obligations” shall mean, with respect to any Person, all rental obligations of such Person that, under GAAP, are or will be required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles. For the avoidance of doubt, “Capital Lease Obligations” shall not include obligations or liabilities of any Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing on the Closing Date.

“Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation or company (including common stock and preferred stock), any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests (general and limited), and membership and limited liability company interests or shares, and any and all warrants, rights or options to purchase any of the foregoing (but excluding any debt security that is exchangeable for or convertible into such capital stock).

“Cash Collateral” shall have the meaning set forth in the definition of “Collateralize.”

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“Cash Equivalents” shall mean (a) Dollars, Euros, Pounds Sterling, Canadian Dollars, Australian Dollars and Swedish Krona (including such Dollars, Euros, Pounds Sterling, Canadian Dollars, Australian Dollars and Swedish Krona as are held as overnight bank deposits and demand deposits with banks); (b) marketable direct obligations issued by, or unconditionally guaranteed or insured by, the United States or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States, in each case maturing within twenty-four (24) months from the date of acquisition; (c) obligations maturing not more than one (1) year after such time issued or guaranteed by the government of a country (“OECD Country”) that is a member of the Organization for Economic Cooperation and Development or any agency thereof that is rated at least A by S&P or A by Moody’s; (d) certificates of deposit, time deposits, eurodollar time deposits, bankers’ acceptances or overnight bank deposits having maturities of one (1) year or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having combined capital and surplus of not less than $100,000,000; (e) time deposits and certificates of deposit of (I) any commercial banking institution that is an applicable central bank of an OECD Country and has a combined capital and surplus of not less than $500,000,000 (or the equivalent thereof in the foreign currency of such OECD Country or (II) any OECD Country bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Foreign Bank”), in each case with maturities of not more than 270 days from the date of acquisition; (f) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one (1) year from the date of acquisition; (g) repurchase obligations of any Lender or of any commercial bank satisfying (at the time of acquisition) the requirements of clause (d) or (e) of this definition, having a term of not more than ninety (90) days, with respect to securities issued or fully guaranteed or insured by the United States government; (h) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed or insured by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated either (I) A or better by S&P or A or better by Moody’s or (II) SP1 or better by S&P or V-MIG 1 or better by Moody’s; (i) securities issued or directly and fully guaranteed or insured by any OECD Country or any instrumentality or agency thereof (provided that the full faith and credit of such OECD Country is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition and rated either (I) at least A by S&P or A by Moody’s or (II) at least SP1 by S&P or V-MIG by Moody’s; (j) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of any OECD Country, by any political subdivision or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated either (I) at least A by S&P or A by Moody’s or (II) at least SP1 by S&P or V-MIG by Moody’s; (k) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (d) or (e) of this definition; (l) Indebtedness or preferred stock issued by Persons with a rating, at the time of acquisition thereof, of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of one (1) year or less from the date of acquisition; (m) money market mutual or similar funds that invest substantially all of their assets in securities satisfying the requirements of clauses (a) through (l) of this definition; or (n) in the case of Foreign Subsidiaries, to the extent not addressed above, Investments made in the jurisdiction where such Foreign Subsidiaries customarily make similar Investments that are of a type and credit quality comparable to the Investments described in clauses (a) through (m) of this definition.

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“Cash Management Obligations” shall mean all obligations, including guarantees thereof, of Holdings or any of its Subsidiaries to a bank or other financial institution that is reasonably acceptable to the Administrative Agent (and appointed the Administrative Agent as its collateral agent in a manner reasonably acceptable to the Administrative Agent) and has agreed in writing with the Administrative Agent that it is providing Cash Management Obligations to Holdings or any of its Subsidiaries which constitute obligations (including guarantees thereof) in respect of (i) overdrafts and related liabilities owed to any such bank or financial institution arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds, (ii) foreign exchange and currency management services or (iii) purchase cards, credit cards or similar services, in each case, arising from transactions in the ordinary course of business of Holdings or any of its Subsidiaries, to the extent such obligations are primary obligations of a Loan Party or are guaranteed by a Loan Party.

“Certificated Securities” shall have the meaning set forth in Section 6.19(a).

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Tax Law” shall mean the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law, treaty, regulation or rule (or in the official application or interpretation of any law, treaty, regulation or rule, including a holding, judgment or order by a court of competent jurisdiction) relating to taxation.

“Change of Control” shall mean, at any time (a) prior to a Qualified Public Offering, (i) Permira shall fail to have the right, directly or indirectly, by voting power, contract or otherwise, to elect or designate for election at least a majority of the board of directors (or similar governing body) of Holdings and (ii) the Investors shall fail to beneficially own Capital Stock of Holdings representing a majority of the voting power of Holdings, (b) after a Qualified Public Offering, any “person” or “group,” other than the Investors, shall beneficially own Capital Stock of Holdings representing more than 35% of the aggregate ordinary voting power of Holdings and the percentage of the aggregate ordinary voting power represented by such Capital Stock beneficially owned by such person or group exceeds the percentage of the aggregate ordinary voting power represented by Capital Stock of Holdings then beneficially owned by the Investors, unless (i) the Investors have, at such time, the right or the ability, directly or indirectly, by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors (or similar governing body) of Holdings or (ii) during any period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Holdings are occupied at such time by persons who were (x) members of the board of directors (or similar governing body) of Holdings on the Closing Date or nominated by one or more Investors or Persons nominated by one or more Investors or (y) appointed by directors so nominated, (c) Holdings ceases to own, directly or indirectly, 100% of the issued and outstanding Capital Stock of the Borrower or (d) a Change of Control or similar event occurs under the Senior Notes.

“Class” shall mean (a) when used with respect to Lenders, whether such Lenders are Revolving Lenders or Term Lenders, (b) when used with respect to Commitments, whether such Commitments are Initial Revolving Loan Commitments, Initial Term Loan Commitments, Incremental Revolving Commitments, Incremental Term Commitments, Other Revolving Commitments or Other Term Commitments and (c) when used with respect to Loans or a Borrowing, whether such Loans, or the Loans comprising such Borrowing, are Initial Revolving Loans, Initial Term Loans, Incremental Term Loans, Incremental Revolving Loans, Other Term Loans or Other Revolving Loans. Incremental Revolving Loans, Incremental Term Loans, Other Revolving Loans, Other Term Loans, Incremental Revolving Commitments, Incremental Term Commitments, Other Revolving Commitments and Other Term Commitments made pursuant to any Incremental Amendment that have different terms and conditions shall be construed to be in different Classes.

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“Closing Date” shall have the meaning set forth in Section 13.10.

“Closing Fee” shall have the meaning set forth in Section 4.1(e).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“Collateral” shall mean all property and assets (whether real or personal) with respect to which any security interests have been granted (or purported to have been granted) pursuant to any Security Document to secure the Obligations; provided that the Collateral shall not include any Excluded Assets.

“Collateral Agent” shall mean the Administrative Agent acting as collateral agent for the Secured Parties pursuant to the Security Documents.

“Collateralize” shall mean to (i) pledge and deposit with or deliver to the Collateral Agent or the Issuing Lender, for the benefit of the Issuing Lenders and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent or (ii) issue back to back letters of credit for the benefit of the Issuing Lender in a form and substance (including as to the identity of the issuer thereof) reasonably satisfactory to the Collateral Agent, in each case, in an amount not less than 103% of the outstanding L/C Obligations.

“Commitment” shall mean any of the commitments of any Lender, i.e., a Term Loan Commitment or a Revolving Loan Commitment.

“Commitment Fees” shall have the meaning set forth in Section 4.1(a).

“Commitment Letter” shall mean the Commitment Letter, dated as of October 21, 2012, between Holdings and the Joint Lead Arrangers.

“Commonly Controlled Entity” shall mean a person or an entity, whether or not incorporated, that is under common control with Holdings or the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes Holdings or the Borrower and that is treated as a single employer under Section 414 of the Code.

“Company Material Adverse Effect” shall mean any fact, event, development, condition, matter, state of facts, circumstance, change, occurrence or effect that (a) would, or would reasonably be expected to, prevent or materially delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; or (b) has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, properties, assets or results of operations of the Company and its Subsidiaries, taken as a whole, but shall not include any fact, event, development, condition, matter, state of facts, circumstance, change, occurrence or effect relating to or resulting from (i) changes in general economic or political conditions or the securities, credit or financial markets, (ii) any decline in the market price or trading volume of the Common Stock, (iii) general changes or developments after the date of the Merger Agreement in the industries in which the Company and its Subsidiaries operate, including general changes in Law or regulation across such industries in which the Company and its Subsidiaries operate, (iv) the execution and delivery of the Merger Agreement or the public announcement or pendency of the Merger or other transactions contemplated by the Merger Agreement, including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, customers, suppliers or partners, (v) the identity of U.S. Holdings or any of its Affiliates as the acquiror of the Company, (vi) compliance with the terms of, or the taking of

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any action required by, the Merger Agreement or consented to in writing by U.S. Holdings, (vii) any acts of terrorism or war, (viii) any hurricane, tornado, flood, earthquake, natural disasters, acts of God or other comparable events, (ix) changes in generally accepted accounting principles or the interpretation thereof after the date hereof or (x) any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period; provided that (1) any fact, event, development, condition, matter, state of facts, circumstance, change, occurrence or effect set forth in the foregoing clauses (b)(i), (b)(iii), (b)(vii), (b)(viii) and (b)(ix) may be taken into account in determining whether there has been or is a Company Material Adverse Effect to the extent (and only to the extent) such fact, event, development, condition, matter, state of facts, circumstance, change, occurrence or effect has a disproportionate adverse effect on the business, financial condition, properties, assets or results of operations of the Company and its Subsidiaries, taken as a whole, in relation to others in the industries in which the Company and its Subsidiaries operate and (2) the underlying cause of any failure referred to in the foregoing clause (b)(x) may be taken into account in determining whether there has been or is a Company Material Adverse Effect. Unless otherwise defined in this definition, capitalized terms used in this definition shall have the meanings set forth in the Merger Agreement.

“Compliance Date” shall mean (i) any date on which and/or upon (ii) the Borrowing of any Revolving Loan or Swingline Loan or issuance of any Letter of Credit, the result of which would, after giving effect to such Borrowing or issuance, result in the aggregate Revolving Extensions of Credit of all Lenders equal to an amount in excess of $15,000,000 (as modified pursuant to any Incremental Amendment in accordance with Section 2.15(a)(ix)) at such time.

“Consolidated Capital Expenditures” shall mean, as of any date for the applicable Test Period then ended, all capital expenditures of Holdings and its Restricted Subsidiaries on a consolidated basis for such Test Period, including Consolidated Capitalized Content, as determined in accordance with GAAP.

“Consolidated Capitalized Content” shall mean, for any Test Period, all expenditures (including without limitation expenditures in connection with a Permitted Genealogical Data Acquisition) made for the purchase or licensing of genealogical, historical and/or DNA data (including the costs to scan such data and costs to the data keyed and indexed to make it searchable), as determined in accordance with GAAP.

“Consolidated Current Assets” shall mean, at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and its Restricted Subsidiaries at such date.

“Consolidated Current Liabilities” shall mean, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and its Restricted Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of Holdings and its Restricted Subsidiaries, (b) without duplication of clause (a) above, all Indebtedness consisting of Loans to the extent otherwise included therein and (c) the current portion of any Deferred Revenue.

“Consolidated EBITDA” shall mean, for any Test Period, an amount determined for Holdings and its Restricted Subsidiaries on a consolidated basis equal to Consolidated Net Income for such Test Period, plus, to the extent deducted in arriving at such Consolidated Net Income (other than the add-backs identified in clauses (bb) and (cc) of this definition), the sum, without duplication, of (a) Consolidated Interest Expense, (b) provisions for taxes based on income or equity, (c) total depreciation expense, (d) total amortization expense, (e) costs and expenses in connection with the Transactions and the acquisition of Archives.com, (f) other non-cash items (excluding any such non-cash item to the extent that it

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represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period), (g) the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in cash to the Sponsors on account of management, consulting, advisory and similar fees and expenses, in each case, permitted to be paid under this Agreement (including termination fees) and related out-of-pocket costs and expenses and indemnities paid (or any accruals related to such fees or related costs and expenses), (h) earn-out expenses resulting from acquisitions in which the Borrower and/or any Restricted Subsidiary of the Borrower is required to treat such earn-out expenses as compensation costs, (i) expenses relating to changes in GAAP that impact Holdings’ statement of income, (j) costs and expenses (including due diligence expenses) associated with any Permitted Acquisition, merger, Investment or Disposition permitted hereunder, including any related transaction (whether or not any such transaction is consummated), (k) costs related to the initial study and implementation of the Sarbanes-Oxley Act, including the costs of recruiting and hiring staff, (l) stock option expenses, equity-based compensation expenses and/or expenses related to stock (including phantom stock plans, cash settled stock plans and any payroll taxes paid on any stock compensation), (m) actual expenses incurred in connection with obtaining and maintaining private credit ratings in accordance with Section 8.9, (n) expenses arising from the impact of FASB 470-50-40 on certain capitalized fees and costs, (o) extraordinary, non-recurring or unusual charges, (p) expenses incurred in connection with the prepayment, amendment, modification, restructuring or Refinancing of Indebtedness during such Test Period, (q) any non-capitalized transaction costs incurred during such Test Period in connection with an actual or proposed incurrence of Indebtedness, including a Refinancing thereof, issuance of Capital Stock or recapitalization (excluding the Transactions), (r) any net loss incurred in such Test Period from Swap Agreements and Interest Rate Protection Agreements and the application of Accounting Standards Codification Topic 815, (s) any net loss incurred in such Test Period from currency translation adjustments or losses, (t) any loss from the early extinguishment of Indebtedness or Swap Agreements or other derivative instruments, (u) any loss from disposed, abandoned or discontinued operations and losses on disposal of disposed, abandoned, transferred, closed or discontinued operations and any losses, charges and expenses related to the impairment of assets, (v) any losses (plus all fees and expenses relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by the Borrower, (w) cash charges paid in connection with corporate restructurings and carve-out related items (including, without limitation, severance costs in connection with any reduction in the workforce of the Borrower and its Restricted Subsidiaries), (x) public-to-private cost savings, (y) non-recurring costs related to discontinued operations in China and Mundia.com, (z) non-recurring cost and expenses related to the expansion of office space in San Francisco, (aa) business optimization expenses incurred in such Test Period, (bb) expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the Transactions and Archives.com that are factually supportable and projected by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrower) within twelve (12) months after the Closing Date and (cc) expected cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies related to acquisitions, divestitures, restructuring, cost savings initiatives and other similar initiatives after the Closing Date that are factually supportable and projected by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrower) within 12 months after such transaction or initiative is initiated; provided that the aggregate amount of add-backs made pursuant to clauses (aa), (bb) and (cc) of this definition (the “Specified EBITDA Adjustments”) shall not exceed, in the aggregate, 15% of Consolidated EBITDA for such Test Period (before giving effect to such Specified EBITDA Adjustments), minus, to the extent added in arriving at such Consolidated Net Income, (1) non-cash gains (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period) and (2) any net gain in such Test Period from currency translation adjustments or gains.

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Notwithstanding the foregoing, “Consolidated EBITDA” for the fiscal quarter ended: (i) December 31, 2011 shall be deemed to be $41,343,000; (ii) March 31, 2012 shall be deemed to be $31,832,000; (iii) June 30, 2012 shall be deemed to be $44,241,000; and (iv) September 30, 2012 shall be deemed to be $55,600,000. For the period from October 1, 2012 through and including the Closing Date, “Consolidated EBITDA” shall be based on the actual Consolidated EBITDA of the Borrower for such period.

“Consolidated Interest Expense” shall mean, for any Test Period, total interest expense (including that portion attributable to Capital Lease Obligations in accordance with GAAP and capitalized interest) of Holdings and its Restricted Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Holdings and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Swap Agreements, but excluding, however, any fees payable in connection with the Transactions on or before the Closing Date.

“Consolidated Net Income” shall mean, for any Test Period, the net income (or loss) of Holdings and its Restricted Subsidiaries on a consolidated basis for such Test Period taken as a single accounting Test Period determined in conformity with GAAP; provided that there shall be excluded, without duplication, (a) the income (or loss) of any Person (other than a Restricted Subsidiary of Holdings) in which any other Person (other than Holdings or its Restricted Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of its Restricted Subsidiaries by such Person during such Test Period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Restricted Subsidiaries or that Person’s assets are acquired by Holdings or any of its Restricted Subsidiaries, (c) any after-tax gains or losses attributable to asset sales or returned surplus assets of any Plan, (d) any increase in amortization or depreciation or other non-cash charges, and any write up of assets or inventory, any inventory step ups and any deferred revenue valuation adjustments that results from the application of purchase accounting in relation to the Transactions or any acquisition that is consummated after the Closing Date, net of taxes, (e) any net extraordinary gains or net extraordinary losses, (f) solely for the purpose of determining Excess Cash Flow, the net income for such Test Period of any Restricted Subsidiary of Holdings (other than any Subsidiary Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date of determination permitted without any prior Governmental Approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to Holdings or a Subsidiary Guarantor in respect of such Test Period, to the extent not already included therein and (g) the cumulative effect of a change in accounting principles during such Test Period to the extent included in Consolidated Net Income. In addition, to the extent not already accounted for in the Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of net proceeds received by Holdings or any Restricted Subsidiary thereof from business interruption insurance.

“Consolidated Total Debt” shall mean, at any date, an amount equal to the aggregate principal amount (or, if higher, the par value or stated face amount (other than with respect to zero coupon Indebtedness)) of all Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP as adjusted pursuant to Section 1.3(c), but excluding any liabilities referred to in clauses (f) and (i) of the definition of “Indebtedness” and any Guarantee Obligations in respect of any such liabilities.

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“Consolidated Total Assets” shall mean the total amount of all assets of Holdings and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as shown on the most recent balance sheet of Holdings.

“Consolidated Working Capital” shall mean, at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

“Consolidated Working Capital Adjustment” shall mean, for any Test Period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such Test Period exceeds (or is less than (in which case the Consolidated Working Capital Adjustment will be a negative number)) Consolidated Working Capital as of the end of such Test Period.

“Contractual Obligation” shall mean, with respect to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Investment Affiliate” shall mean, with respect to any Person, any other Person that (a) directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies.

“Credit Agreement Refinancing Debt” shall mean (a) First Priority Credit Agreement Refinancing Debt, (b) Second Priority Credit Agreement Refinancing Debt, (c) Unsecured Credit Agreement Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Loan Commitments hereunder (including any successive Credit Agreement Refinancing Debt) (any such extended, renewed, replaced or refinanced Term Loans, Revolving Loans or Revolving Commitments, “Refinanced Credit Agreement Debt”); provided that (i) such extending, renewing or refinancing Indebtedness (including, if such Indebtedness includes or relates to any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount (or accreted value, if applicable) not greater than the aggregate principal amount (or accreted value, if applicable) of the Refinanced Credit Agreement Debt (and, in the case of Refinanced Credit Agreement Debt consisting, in whole or in part, of unused Revolving Loan Commitments or Other Revolving Commitments, the amount thereof) plus an amount equal to unpaid and accrued interest and premium thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount), (ii) in the case of Other Revolving Commitments and Other Revolving Loans, there shall be no required repayment thereof (other than in connection with a voluntary reduction of commitments or availability thereunder) prior to the maturity thereof and (iii) such Refinanced Credit Agreement Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained; provided that to the extent that such Refinanced Credit Agreement Debt consists, in whole or in part, of Revolving Loan Commitments or Other Revolving Commitments (or Revolving Loans or Other Revolving Loans incurred pursuant to any Revolving Loan Commitments or Other Revolving Commitments), such Revolving Loan Commitments or Other Revolving Commitments, as applicable, shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained.

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“Credit Agreement Refinancing Requirements” shall mean, with respect to any Indebtedness incurred by the Borrower to Refinance, in whole or part, any other Indebtedness (such other Indebtedness, “Refinanced Debt”):

(a) with respect to all such Indebtedness:

(i) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to, the providers of such Indebtedness than those applicable to the Refinanced Debt (except for financial covenants or other covenants or provisions applicable only to periods after the Latest Maturity Date at the time of such Refinancing, as may be agreed by such Borrower and the providers of such Indebtedness);

(ii) if such Indebtedness is guaranteed, it is not guaranteed by any Subsidiary of Holdings other than the Subsidiary Guarantors; and

(iii) the proceeds of such Indebtedness are applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of the outstanding amount (and, if such Indebtedness constitutes Refinancing Revolving Debt, pro rata reductions of the Revolving Commitments) of the Refinanced Debt;

(b) if such Indebtedness constitutes Refinancing Revolving Debt:

(i) such Indebtedness does not mature (or require commitment reductions or amortization) prior to the final stated maturity date of the Refinanced Debt; and

(ii) such Indebtedness includes provisions providing for the pro rata treatment of payment, repayment, borrowings, participations and commitment reductions of the Revolving Facility and such Indebtedness reasonably acceptable to the Administrative Agent and the Borrower;

(c) if such Indebtedness constitutes Refinancing Term Debt:

(i) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption or prepayment (except customary asset sale or change of control provisions), in each case prior to the date that is ninety-one (91) days after the then Latest Maturity Date at the time such Indebtedness is incurred;

(ii) such Indebtedness does not have a shorter Weighted Average Life to Maturity than the Refinanced Debt; and

(iii) such Indebtedness shares not greater than ratably in (or, if such Indebtedness constitutes Unsecured Refinancing Term Debt or Second Priority Refinancing Term Debt, on a junior basis with respect to) any voluntary or mandatory prepayments of any Term Loans then outstanding; and

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(d) if such Indebtedness is secured:

(i) such Indebtedness is not secured by any assets other than the Collateral; and

(ii) a Senior Representative acting on behalf of the providers of such Indebtedness shall have become party to an Intercreditor Agreement (or any Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in the definition of First Priority Credit Agreement Refinancing Debt, in the case of First Priority Refinancing Revolving Debt or First Priority Refinancing Term Debt, or in the definition of Second Priority Credit Agreement Refinancing Debt, in the case of Second Priority Refinancing Revolving Debt or Second Priority Refinancing Term Debt).

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” shall have the meaning set forth in Section 5.2(e).

“Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulting Lender” shall mean any Lender whose acts or failure to act, whether directly or indirectly, cause such Lender to meet any part of the definition of “Lender Default.”

“Deferred Revenue” shall mean, for any period, the amount of deferred revenue of Holdings and its Restricted Subsidiaries, on a consolidated basis, determined in accordance with GAAP.

“Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by Holdings or any Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration as determined by Holdings in good faith pursuant to a certificate of an Authorized Officer of Holdings setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received within 180 days of such Asset Sale in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“Disposition” shall mean, with respect to any property (including, without limitation, Capital Stock of any Group Member), any sale, lease, Sale Leaseback Transaction, assignment, conveyance, transfer or other disposition thereof (including by merger or consolidation or amalgamation and excluding the granting of a Lien permitted hereunder) and any issuance of Capital Stock of Holdings’ Restricted Subsidiaries. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Equity Interests” shall mean any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change in control or asset sale so long as any right of the holders thereof upon the occurrence of a change in control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are then accrued and payable and the termination of the Commitments), in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, prior to the date

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that is ninety-one (91) days after the Latest Maturity Date, except as a result of a change in control or an asset sale or the death, disability, retirement, severance or termination of employment or service of a holder who is an employee or director of Holdings or a Subsidiary, in each case so long as any such right of the holder (1) is not effective during the continuance of an Event of Default and is not effective to the extent that such redemption would result in a Default or an Event of Default or (2) is subject to the prior repayment in full of the Loans and all other Obligations that are then accrued and payable and the termination of the Commitments, (c) requires the payment of any cash dividend or any other scheduled cash payment constituting a return of capital, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date; provided that if such Capital Stock is issued to any plan for the benefit of employees of Holdings or its Restricted Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by Holdings or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Disqualified Lender” shall mean each financial institution or other Person designated in writing by U.S. Holdings to the Administrative Agent on or prior to the date of the Commitment Letter.

“Distressed Person” shall have the meaning set forth in the definition of “Lender-Related Distress Event.”

“Dollar Denominated Loan” shall mean each Loan denominated in Dollars, which shall include each Initial Term Loan incurred on the Closing Date, each Incremental Term Loan denominated in Dollars, each Dollar Denominated Revolving Loan and each Swingline Loan.

“Dollar Denominated Revolving Loan” shall mean each Revolving Loan denominated in Dollars.

“Dollar Equivalent” shall mean, with respect to any amount denominated in an Alternate Currency as of any date of determination, the amount of dollars that would be required to purchase the amount of such Alternate Currency based upon the Spot Currency Exchange Rate at which the Administrative Agent offers to sell such Alternate Currency for dollars in the London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery two (2) Business Days later (or, in the case of any determination pursuant to Section 13.19, on the date of determination).

“Dollars” and the sign “$” shall each mean freely transferable lawful money of the United States.

“Domestic Subsidiary” shall mean, with respect to any Person, any Subsidiary of such Person incorporated or organized in the United States, any State thereof or the District of Columbia.

“Drawing” shall have the meaning set forth in Section 3.5(b).

“Dutch Auction” shall mean one or more purchases (each, a “Purchase”) by a Permitted Auction Purchaser or an Affiliated Lender (either, a “Purchaser”) of Term Loans pursuant to Section 13.4(a)(iii) or 13.4(a)(iv); provided that, each such Purchase is made on the following basis:

(a) (i) the Purchaser will notify the Administrative Agent in writing (a “Purchase Notice”) (and the Administrative Agent will deliver such Purchase Notice to each relevant Lender) that such Purchaser wishes to make an offer to purchase from each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis Term Loans, in an aggregate principal amount as is specified by such Purchaser (the “Term Loan Purchase

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Amount”) with respect to each applicable tranche, subject to a range or minimum discount to par expressed as a price at which range or price such Purchaser would consummate the Purchase (the “Offer Price”) of such Term Loans to be purchased (it being understood that different Offer Prices and/or Term Loan Purchase Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this definition); provided that the Purchase Notice shall specify that each Return Bid (as defined below) must be submitted by a date and time to be specified in the Purchase Notice, which date shall be no earlier than the second Business Day following the date of the Purchase Notice and no later than the fifth Business Day following the date of the Purchase Notice; (ii) at the time of delivery of the Purchase Notice to the Administrative Agent, no Default or Event of Default shall have occurred and be continuing or would result therefrom (which condition shall be certified as being satisfied in such Purchase Notice) and (iii) the Term Loan Purchase Amount specified in each Purchase Notice delivered by such Purchaser to the Administrative Agent shall not be less than $10,000,000 in the aggregate;

(b) such Purchaser will allow each Lender holding the Class of Term Loans subject to the Purchase Notice to submit a notice of participation (each, a “Return Bid”) which shall specify (i) one or more discounts to par of such Lender’s tranche or tranches of Term Loans subject to the Purchase Notice expressed as a price (each, an “Acceptable Price”) (but in no event will any such Acceptable Price be greater than the highest Offer Price for the Purchase subject to such Purchase Notice) and (ii) the principal amount of such Lender’s tranches of Term Loans at which such Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Acceptable Price (the “Reply Amount”);

(c) based on the Acceptable Prices and Reply Amounts of the Term Loans as are specified by the Lenders, the Administrative Agent in consultation with such Purchaser, will determine the applicable discount (the “Applicable Discount”) which will be the lower of (i) the lowest Acceptable Price at which such Purchaser can complete the Purchase for the entire Term Loan Purchase Amount and (ii) in the event that the aggregate Reply Amounts relating to such Purchase Notice are insufficient to allow such Purchaser to complete a purchase of the entire Term Loan Purchase Amount the highest Acceptable Price that is less than or equal to the Offer Price;

(d) such Purchaser shall purchase Term Loans from each Lender with one or more Acceptable Prices that are equal to or less than the Applicable Discount at the Applicable Discount (such Term Loans being referred to as “Qualifying Loans” and such Lenders being referred to as “Qualifying Lenders”), subject to clauses (e), (f), (g) and (h) below;

(e) such Purchaser shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Applicable Discount; provided that if the aggregate principal amount required to purchase the Qualifying Loans exceeds the Term Loan Purchase Amount, such Purchaser shall purchase Qualifying Loans ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender;

(f) the Purchase shall be consummated pursuant to and in accordance with Section 13.4 and, to the extent not otherwise provided herein, shall otherwise be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and other notices by such Purchaser) reasonably acceptable to the Administrative Agent (provided that, subject to the proviso of subsection (g) of this definition, such Purchase shall be required to be consummated not later than five (5) Business Days after the time that Return Bids are required to be submitted by Lenders pursuant to the applicable Purchase Notice);

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(g) upon submission by a Lender of a Return Bid, subject to the foregoing clause (f), such Lender will be irrevocably obligated to sell the entirety or its pro rata portion (as applicable pursuant to clause (e) above) of the Reply Amount at the Applicable Discount plus accrued and unpaid interest through the date of purchase to such Purchaser pursuant to Section 13.4 and as otherwise provided herein; provided that as long as no Return Bids have been submitted each Purchaser may rescind its Purchase Notice by notice to the Administrative Agent; and

(h) purchases by a Permitted Auction Purchaser of Qualifying Loans shall result in the immediate Cancellation of such Qualifying Loans.

“ECF Percentage” shall mean 75%; provided that the ECF Percentage shall be reduced to (i) 50% if the Total Net Secured Leverage Ratio as of the last day of the respective Excess Cash Flow Period is less than or equal to 3.00:1.00 and greater than 2.50:1.00, (ii) 25% if the Total Net Secured Leverage Ratio as of the last day of the respective Excess Cash Flow Period is less than or equal to 2.50:1.00 and greater than 2.00:1.00 and (iv) 0% if the Total Net Secured Leverage Ratio as of the last day of the respective Excess Cash Flow Period is less than or equal to 2.00:1.00.

“Eligible Assignee” shall mean (a) any Lender, any Affiliate of a Lender and any Approved Fund (any two or more Approved Funds with respect to a particular Lender being treated as a single Eligible Assignee for all purposes hereof), and (b) any commercial bank, insurance company, financial institution, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act); provided that “Eligible Assignee” shall (x) include Permitted Auction Purchasers, subject to the provisions of Section 13.4(a)(iii), but solely to the extent that any such Person purchases or acquires Term Loans and effects a Cancellation immediately upon such contribution, purchase or acquisition pursuant to documentation reasonably satisfactory to the Administrative Agent, (y) include Affiliated Investment Funds and Affiliated Lenders, subject to the provisions of Section 13.4(a)(iv) and (z) not include any Disqualified Lender, any natural person, any Defaulting Lender or the Borrower or any of Holdings’ or the Borrower’s Affiliates (in each case, other than as set forth in clauses (x) or (y) above).

“EMU” shall mean the Economic and Monetary Union as contemplated in the Treaty of the European Union.

“EMU Legislation” shall mean the secondary legislative measures of the EMU for the introduction of, changeover to, or operation of the Euro in one or more member states.

“End Date” shall have the meaning set forth in the definition of “Applicable Margin.”

“Environmental Laws” shall mean any and all foreign, Federal, state, local or municipal Requirements of Law regulating, relating to or imposing liability or standards of conduct concerning Materials of Environmental Concern, human health and safety with respect to exposure to Materials of Environmental Concern, and protection or restoration of the environment.

“Equity Contribution” shall mean the direct or indirect cash equity contributions (in the form of common equity or qualified preferred equity having terms reasonably acceptable to the Joint Lead Arrangers) from the Investors to Holdings in an aggregate amount equal to, when combined with the fair market value of the equity of management and existing shareholders of Holdings rolled over or invested in connection with the Transactions, at least 30% of the pro forma total capitalization of Holdings and its Subsidiaries after giving effect to the Transactions.

“Equity Cure Period” shall have the meaning set forth in Section 11.3(a).

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Euro” shall mean the single currency of the Participating Member States introduced in accordance with the provisions of Article 109(i)4 of the EU Treaty.

“Euro Denominated Loan” shall mean each Loan denominated in Euros, which shall include each Revolving Loan and Incremental Term Loan denominated in Euros.

“Euro LIBOR” shall mean, with respect to each Borrowing of Euro Denominated Loans, (i) the rate per annum for deposits in Euros as determined by the Administrative Agent for a period corresponding to the duration of the relevant Interest Period which appears on Reuters Page EURIBOR-01 (or any successor page) at approximately 11:00 A.M. (Brussels time) on the date which is two Business Days prior to the commencement of such Interest Period or (ii) if such rate is not shown on Reuters Page EURIBOR-01 (or any successor page), the average offered quotation to prime banks in the Euro-zone interbank market by the Administrative Agent for Euro deposits of amounts comparable to the principal amount of the Euro Denominated Loan to be made by the Administrative Agent as part of such Borrowing with maturities comparable to the Interest Period to be applicable to such Loan (rounded upward to the next whole multiple of 1/16 of 1%), determined as of 11:00 A.M. (Brussels time) on the date which is two Business Days prior to the commencement of such Interest Period; provided that in the event the Administrative Agent has made any determination pursuant to Section 2.11(a)(A) in respect of Loans denominated in Euros, or in the circumstances described in clause (A) to the proviso to Section 2.11(b) in respect of Loans denominated in Euros, Euro LIBOR determined pursuant to this definition shall instead be the rate determined by the Administrative Agent as the all-in-cost of funds for the Administrative Agent (or such other Lender) to fund a Borrowing of Loans denominated in Euros with maturities comparable to the Interest Period applicable thereto.

“Euro Sublimit” shall mean an amount designated in Euros, the Dollar Equivalent of which is $25,000,000.

“Event of Default” shall have the meaning set forth in Section 11.1.

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such Excess Cash Flow Period, (ii) the amount of all non-cash charges (including depreciation and amortization and reserves for future expenses) deducted in arriving at such Consolidated Net Income, (iii) the Consolidated Working Capital Adjustment for such Excess Cash Flow Period and (iv) the aggregate net amount of non-cash loss on the Disposition of property by Holdings and its Restricted Subsidiaries during such Excess Cash Flow Period (other than sales in the ordinary course of business), to the extent deducted in determining such Consolidated Net Income over (b) the sum, without duplication, of (i) the amount of all non-cash gains or credits included in arriving at such Consolidated Net Income, (ii) to the extent not funded with Indebtedness (other than Revolving Loans), the aggregate amount actually paid by Holdings and its Restricted Subsidiaries in cash on account of Consolidated Capital Expenditures and capitalized research and development expenses during such Excess Cash Flow Period, (iii) at the option of the Borrower, the aggregate amount of Consolidated Capital Expenditures to be made during the first fiscal quarter of the succeeding Excess Cash Flow Period and specifically identified in the annual budget to be delivered under Section 8.2(d) in respect of such Excess Cash Flow Period (it being understood that if any Consolidated Capital Expenditures are deducted in a prior Excess Cash Flow Period pursuant to this clause (iii), such Consolidated Capital Expenditures may not be deducted pursuant to clause (ii) above in the Excess Cash Flow Period in which such Consolidated Capital Expenditures were actually incurred), (iv) the aggregate amount actually paid by Holdings and its Restricted Subsidiaries in cash during such Excess Cash Flow

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Period on account of Permitted Acquisitions (excluding the principal amount of Indebtedness incurred in connection with such expenditures other than Indebtedness under the Revolving Loans), (v) all mandatory prepayments of the Term Loans pursuant to Section 5.2(c) made during such Excess Cash Flow Period, but only to the extent that the Asset Sale or Recovery Event giving rise to the obligation to make a mandatory prepayment pursuant to Section 5.2(c) resulted in a corresponding increase in Consolidated Net Income, (vi) to the extent not funded with proceeds of Indebtedness (other than Revolving Loans), the aggregate amount of all regularly scheduled principal amortization payments of Funded Debt (including the Term Loans) made on their due date during such Excess Cash Flow Period (including payments in respect of Capital Lease Obligations to the extent not deducted in the calculation of Consolidated Net Income), (vii) the aggregate net amount of non-cash gains on the Disposition of property by Holdings and its Restricted Subsidiaries during such Excess Cash Flow Period (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (viii) to the extent not funded with proceeds of Indebtedness (other than Revolving Loans), the aggregate amount of all Investments made in cash during such Excess Cash Flow Period pursuant to clauses (c), (e), (g) and (bb) of Section 9.7, (ix) any cash payments that are made during such Excess Cash Flow Period and have the effect of reducing an accrued liability that was not accrued during such period, (x) the amount of taxes paid in cash during such Excess Cash Flow Period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such Excess Cash Flow Period, (xi) to the extent not funded with the proceeds of Indebtedness (other than Revolving Loans), Restricted Payments made during such Excess Cash Flow Period under clauses (d), (e)(i), (e)(iii), (f) and (g) of Section 9.6 and (xii) to the extent not funded with the proceeds of Indebtedness (other than Revolving Loans), the aggregate amount of all prepayments or repurchases of Indebtedness (other than the Term Loans and Revolving Loans made during such Excess Cash Flow Period), except in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder.

“Excess Cash Flow Application Date” shall have the meaning set forth in Section 5.2(b).

“Excess Cash Flow Period” shall mean each fiscal year of Holdings beginning with the fiscal year ending December 31, 2013.

“Exchange Senior Notes” shall mean senior notes issued under the Senior Notes Indenture in exchange for Senior Notes, which Exchange Senior Notes are substantially identical to the originally issued Senior Notes and shall be issued pursuant to a registered exchange offer in compliance with the terms of the Registration Rights Agreement; provided that in no event will the issuance of any Exchange Senior Notes increase the aggregate principal amount of Senior Notes theretofore outstanding or otherwise result in an increase in the interest rate applicable to the Senior Notes theretofore outstanding.

“Excluded Assets” shall mean, subject to and consistent with the Security and Guarantee Principles, (i) any fee-owned Real Property with a fair market value of less than $5,000,000 and all Real Property constituting Leaseholds, (ii) any letter of credit rights or tort claims with a value of less than $5,000,000 (provided that “Excluded Assets” shall not include letter of credit rights to the extent constituting a supporting obligation for other Collateral as to which perfection of security interests in such Collateral is accomplished by the filing of a Uniform Commercial Code financing statement (or foreign equivalent)), (iii) any assets the grant of security over which or the transfer of which (w) is prohibited by law (including restrictions in respect of Margin Stock, corporate benefit and financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations), (x) is prohibited by contract (existing on the Closing Date or at the time such assets would otherwise become Collateral); provided that such contract was not entered into for the purpose of making such asset an Excluded Asset, (y) requires third party consents of any Person other than a Loan Party or an Affiliate of a Loan Party or (z) results in material adverse tax, accounting or regulatory consequences, in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law;

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provided that no prohibition in any contract or third party consent shall relate to any assets not subject to such contract or results in a limitation on any Loan Party’s ability to generally pledge substantially all of its assets pursuant to the Security Documents, (iv) Capital Stock which (w) constitutes Margin Stock, (x) constitutes the Capital Stock of any Excluded Foreign Subsidiary described in clause (ii) or clause (iii) of the definition of “Excluded Foreign Subsidiary” or (y) constituting the Capital Stock of any Excluded Foreign Subsidiary described in clause (i) of the definition of “Excluded Foreign Subsidiary” representing in excess of 65% of the Capital Stock of such Excluded Foreign Subsidiary, (v) any assets where the cost of obtaining a security interest in, or perfection of a security interest in, such assets exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by Holdings in writing delivered to the Administrative Agent), (vi) any governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby, (vii) any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law and (viii) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law and (ix) the assets of any Foreign Subsidiary that is a CFC.

“Excluded Contributions” shall mean the Net Cash Proceeds from issuance or sale of Capital Stock (other than Disqualified Stock) of Holdings (other than to a Group Member), or a substantially contemporaneous contribution of cash to Holdings, in each case, to the extent the Net Cash Proceeds thereof, or such cash shall be, as applicable, contributed to U.S. Holdings and shall be used by U.S. Holdings or any Restricted Subsidiary of U.S. Holdings, in each case designated as “Excluded Contributions” pursuant to an officer’s certificate executed by an Authorized Officer of Holdings, minus the amounts applied in accordance with Sections 9.6(p), 9.7(dd) and 9.8(e).

“Excluded Foreign Subsidiary” shall mean any (i) U.S. Owned DRE or First-Tier Foreign Subsidiary, (ii) Subsidiary the Capital Stock of which is directly or indirectly owned by any First-Tier Foreign Subsidiary and (iii) Subsidiary that is a CFC and the Capital Stock of which is directly or indirectly owned by any U.S. Owned DRE.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, any Issuing Lender, or any other recipient of any payment to be made by or on behalf of the Borrower or any Guarantor hereunder or under any Note, (i) any Tax imposed on or measured by its net income or net profits, and any franchise taxes imposed on it (in lieu of net income taxes), in each case pursuant to the laws of the jurisdiction in which it is organized or in which it has its principal office or applicable lending office, or any subdivision thereof or therein, or as a result of any other present or former connection between such recipient and such jurisdiction (other than a connection arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document), (ii) any branch profits Taxes imposed under Section 884(a) of the Code or any comparable tax imposed by any foreign jurisdiction, (iii) any U.S. federal withholding Tax imposed under FATCA and (iv) any U.S. federal withholding tax that is attributable to the Administrative Agent’s, a Lender’s or an Issuing Lender’s failure, inability or ineligibility at any time during which it is a party to this Agreement to deliver the IRS forms described in Section 5.5(b) (and the Non-Bank Certificate, as applicable), except (a) to the extent that such failure, inability or ineligibility is due to a Change in Tax Law occurring after the date on which it became a party to this Agreement or (b) in the case of an assignment (other than assignment at the request of the Borrower pursuant to Section 2.14), or a change in

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lending office, in each case following a Change in Tax Law, to the extent that its assignor was entitled, at the time of such assignment, or the Lender was entitled, at the time of the change of its lending office, as applicable, to receive additional amounts from a Borrower or Guarantor with respect to such Tax pursuant to Section 5.5(a).

“Existing Credit Facility” shall mean (i) the Credit Agreement, dated as of September 9, 2010, among Ancestry.com Operations Inc., as borrower, Ancestry.com Inc., as a guarantor, the domestic subsidiaries of Ancestry.com Operations Inc., Bank of America, N.A., as administrative agent, swingline lender and L/C issuer, and the other lenders party thereto.

“Facility” shall mean (a) any Term Facility and (b) any Revolving Facility, as the context may require.

“Facing Fee” shall have the meaning set forth in Section 4.1(c).

“FASB” shall mean the Financial Accounting Standards Board of the American Institute of Certified Public Accountants.

“FATCA” shall mean Sections 1471 through 1474 of the Code and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” shall mean, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letter” shall mean the Fee Letter, dated as of October 21, 2012, between Holdings and the Joint Lead Arrangers.

“Fees” shall mean all amounts payable pursuant to or referred to in Section 4.1.

“Final Structure Schedule” shall mean that certain structure chart setting forth the final structure of Holdings and its Subsidiaries after the contemplated post-closing restructuring, as depicted on Schedule 1.1(b).

“Financial Covenant” shall mean the financial covenant set forth in Section 9.1.

“Financial Covenant Event of Default” shall have the meaning set forth in Section 11.2(b).

“Financial Statements Certificate” shall mean a certificate duly executed by an Authorized Officer of Holdings substantially in the form of Exhibit B.

“First Priority Credit Agreement Refinancing Debt” shall mean any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured term loans (each, a “First Priority Refinancing Term Facility”) or one or more senior secured revolving credit facilities (each, a “First Priority Refinancing Revolving Facility”); provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, (ii) such Indebtedness constitutes Credit Agreement Refinancing Debt and (iii) such

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Indebtedness complies with the Credit Agreement Refinancing Requirements; provided that a certificate of an Authorized Officer of Holdings or the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies Holdings or the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)).

“First Priority Refinancing Revolving Facility” shall have the meaning set forth in the definition of “First Priority Credit Agreement Refinancing Debt.”

“First Priority Refinancing Term Facility” shall have the meaning set forth in the definition of “First Priority Credit Agreement Refinancing Debt.”

“First-Tier Foreign Subsidiary” shall mean any Foreign Subsidiary that is a CFC and whose Capital Stock is directly owned by (i) U.S. Holdings or the Borrower or (ii) any Domestic Subsidiary of U.S. Holdings or the Borrower, other than any U.S. Owned DRE.

“Fixed Rate” shall mean and include each of the LIBOR Rate and each Alternate Currency Rate.

“Fixed Rate Loan” shall mean each LIBOR Loan and each Alternate Currency Loan.

“Flood Insurance Laws” shall mean, collective, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“Foreign Lender” shall have the meaning set forth in Section 5.5(b).

“Foreign Revolving Sublimit” shall mean an amount designated in an Alternate Currency or Alternate Currencies, the Dollar Equivalent of which is $25,000,000 in the aggregate.

“Foreign Subsidiary” shall mean any Subsidiary of Holdings that is not a Domestic Subsidiary.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, with respect to each Issuing Lender, such Defaulting Lender’s pro rata share of the outstanding Obligations with respect to Letters of Credit issued by such Issuing Lender other than such Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Funded Debt” shall mean, with respect to any Person, all Indebtedness of such Person that matures more than one (1) year from the date of its creation or matures within one year from such date but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans.

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“Funding Obligations” shall have the meaning set forth in the definition of “Lender Default.”

“GAAP” shall mean generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Approval” shall mean any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group Member” shall mean U.S. Holdings, LuxCo 3 and each of their Restricted Subsidiaries (including in the case of the U.S. Holdings, for the avoidance of doubt, the Borrower).

“Guarantee” shall have the meaning set forth in Section 10.2.

“Guarantee Obligation” shall mean, as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guaranteed Obligations” shall have the meaning set forth in Section 10.1.

“Guarantor Joinder Agreement” shall mean an agreement substantially in the form of Exhibit D.

“Guarantors” shall mean, collectively, Holdings, U.S. Holdings and the Subsidiary Guarantors, it being understood that any Person that guarantees the Senior Notes shall be a Guarantor.

“Highest Adjustable Applicable Margins” shall have the meaning set forth in the definition of “Applicable Margin.”

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“Holdings” shall have the meaning set forth in the preamble hereto.

“Immaterial Subsidiary” shall mean, collectively, each Immaterial Domestic Subsidiary and each Immaterial Foreign Subsidiary.

“Immaterial Domestic Subsidiary” shall mean each Restricted Subsidiary (excluding Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) that is a Domestic Subsidiary which, (i) as of the most recent fiscal quarter of Holdings, for the Test Period then ended, for which financial statements have been delivered pursuant to Section 8.1, contributed less than 5.0% of Consolidated EBITDA for such Test Period and (ii) which had assets with a book value of less than 5.0% of Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Total Assets attributable to all Restricted Subsidiaries that are designated as Immaterial Subsidiaries (excluding, for the avoidance of doubt, Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) exceeds 7.5% of Consolidated EBITDA of Holdings and all Restricted Subsidiaries for any such Test Period or 7.5% of Total Assets of Holdings and all Restricted Subsidiaries as of the end of any such fiscal quarter, Holdings (or, in the event Holdings has failed to do so within twenty (20) Business Days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries that are Restricted Subsidiaries as a “Material Subsidiary” of Holdings to eliminate such excess, and such Restricted Subsidiaries so designated shall no longer constitute Immaterial Subsidiaries under this Agreement.

“Immaterial Foreign Subsidiary” shall mean each Restricted Subsidiary that is a Foreign Subsidiary (excluding Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) which, as of the most recent fiscal quarter of Holdings, for the Test Period then ended, for which financial statements have been delivered pursuant to Section 8.1 contributed less than 10.0% of consolidated revenues for such Test Period; provided that, if at any time the aggregate amount of revenues attributable to all Restricted Subsidiaries that are Immaterial Foreign Subsidiaries (excluding, for the avoidance of doubt, Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) exceeds 10.0% of consolidated revenues of Holdings and all Restricted Subsidiaries for any such Test Period, Holdings (or, in the event Holdings has failed to do so within twenty (20) Business Days, the Administrative Agent) shall designate sufficient Foreign Subsidiaries that are Restricted Subsidiaries a “Material Subsidiary” of Holdings to eliminate such excess, and such Restricted Subsidiaries so designated shall no longer constitute Immaterial Subsidiaries under this Agreement.

“Incremental Amendment” shall have the meaning set forth in Section 2.15(e).

“Incremental Facility” shall mean (i) each Incremental Term Loan Commitment and Incremental Term Loan and (ii) each Incremental Revolving Loan and Incremental Revolving Loan Commitment.

“Incremental Revolving Lender” shall have the meaning set forth in Section 2.15(a).

“Incremental Revolving Loan Commitments” shall have the meaning set forth in Section 2.15(a).

“Incremental Revolving Loan Maturity Date” shall mean the date on which an Incremental Revolving Loan matures or related Incremental Revolving Loan Commitment expires as set forth on the Incremental Amendment relating to such Incremental Revolving Loan Commitment.

“Incremental Revolving Loans” shall have the meaning set forth in Section 2.15(a).

“Incremental Term Lender” shall have the meaning set forth in Section 2.15(a).

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“Incremental Term Loan Commitments” shall have the meaning set forth in Section 2.15(a).

“Incremental Term Loan Maturity Date” shall mean the date on which an Incremental Term Loan matures as set forth on the Incremental Amendment relating to such Incremental Term Loan.

“Incremental Term Loans” shall have the meaning set forth in Section 2.15(a).

“Indebtedness” shall mean, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person, for the deferred purchase price of property or services (other than trade payables, accrued income taxes, VAT, deferred taxes, sales taxes, equity taxes, accrued liabilities incurred in the ordinary course of such Person’s business, but including earn-outs (to the extent such obligation appears in the “liabilities” section of Holdings’ balance sheet in accordance with GAAP) and any sums for which such Person is obligated pursuant to noncompetition arrangements entered into in connection with any acquisition (including Permitted Acquisitions)), (x) which purchase price is, in each case, (i) due more than six months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument and (y) with respect to acquisitions of property consummated prior to the Closing Date or otherwise permitted under this Agreement, net of cash and Cash Equivalents to the extent restricted in favor of the purchase price thereof (including any portion thereof attributable to earn-outs) through the deposit of such cash or Cash Equivalents in a customary escrow or trust account, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and all Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above, (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, but only to the extent of the fair market value of such property subject to such Lien and (i) all net obligations of such Person in respect of Swap Agreements. For the avoidance of doubt, “Indebtedness” shall not include obligations or liabilities of any Person in respect of (i) any of its Qualified Equity Interests or (ii) the obligations of any Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing on the Closing Date.

“Indemnified Person” shall have the meaning set forth in Section 13.1.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes and Other Taxes.

“Initial Revolving Loan” shall have the meaning set forth in Section 2.1(b).

“Initial Revolving Loan Commitment” shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “Revolving Loan Commitment,” as same may be increased or reduced pursuant to the terms and conditions hereof.

“Initial Term Loan” shall have the meaning set forth in Section 2.1(a).

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“Initial Term Loan Commitment” shall mean, for each Lender, (i) the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “Term Loan Commitment.”

“Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent” shall mean pertaining to a condition of Insolvency.

“Intellectual Property” shall mean all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws, including copyrights, trademarks, in either case whether registered or applied for with a Governmental Authority, patents, technology, know-how and processes, trade secrets, and licenses to copyrights, patents, trademarks, technology, trade secrets or know-how or combinations of any of the foregoing, mask works fixed in semi-conductor chip products (as defined under 17 U.S.C. 901 of the U.S. Copyright Act) internet domain names, intangible rights in software and databases not otherwise included in the foregoing, all rights to past, present or future proceeds and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intellectual Property Security Agreement” means any patent, trademark or copyright security agreement (in form and substance reasonably acceptable to the Administrative Agent) that the Loan Parties shall enter into with the Administrative Agent for the benefit of the Secured Parties.

“Intercreditor Agreement” shall mean any intercreditor agreement executed in connection with any transaction requiring such agreement to be executed pursuant to the terms hereof, among the Administrative Agent, the Borrower, the Guarantors and one or more Senior Representatives of Indebtedness or any other party, as the case may be, substantially on terms set forth on Exhibit C (except to the extent otherwise reasonably agreed by the Borrower and the Required Lenders, which changes will be deemed approved by each Lender who has not objected within five (5) Business Days following the posting thereof by the Administrative Agent to the Lenders), as amended, restated, supplemented or otherwise modified from time to time with the consent of the Administrative Agent (or replaced in connection with a Permitted Refinancing or incurrence of Indebtedness under Section 9.2) (such consent not to be unreasonably withheld or delayed).

“Interest Determination Date” shall mean, with respect to any Fixed Rate Loan, the second Business Day prior to the commencement of any Interest Period relating to such Fixed Rate Loan, as the case may be.

“Interest Period” shall have the meaning set forth in Section 2.10.

“Interest Rate Protection Agreement” shall mean any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

“Intra-Group Liabilities” shall have the meaning set forth in Section 10.10(b).

“Investments” shall have the meaning set forth in Section 9.7.

“Investors” shall mean the Sponsors, the Management Stockholders and each other Person that is an investor in Holdings or a direct or indirect parent of Holdings on the Closing Date.

“IRS” shall mean the U.S. Internal Revenue Service.

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“Issuing Lender” shall mean Barclays Bank PLC (except as otherwise provided in Section 12.9) and any other Lender reasonably acceptable to the Borrower and the Administrative Agent which agrees to issue Letters of Credit hereunder. Any Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by one or more Affiliates of such Issuing Lender (and such Affiliate shall be deemed to be an “Issuing Lender” for all purposes of the Loan Documents).

“Joint Lead Arrangers” shall mean, collectively, the Joint Lead Arrangers listed on the cover page hereof.

“Judgment Currency” shall have the meaning set forth in Section 13.19(a).

“Judgment Currency Conversion Date” shall have the meaning set forth in Section 13.19(a).

“Junior Financing” shall have the meaning set forth in Section 9.8.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Term Loans or Incremental Revolving Loans.

“L/C Obligations” shall mean, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“L/C Participants” shall mean all the Revolving Lenders other than the Issuing Lender.

“Leaseholds” shall mean, with respect to any Person, all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“Lender” shall mean each financial institution listed on Schedule I, and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or an Incremental Amendment, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.

“Lender Default” shall mean with respect to any Lender, (i) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to fund any portion of the Revolving Loans or reimbursement obligations required to be made by such Lender under the Revolving Facility, participations in L/C Obligations or participations in Swingline Loans (collectively, its “Funding Obligations”) required to be made by it under the Revolving Facility, which refusal or failure is not cured within two (2) Business Days after the date of such refusal or failure, (ii) the failure of any Lender to pay over to the Administrative Agent, any Issuing Lender or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, (iii) such Lender has notified the Borrower or the Administrative Agent that it does not intend to comply with its Funding Obligations or has made a public statement to that effect with respect to its Funding Obligations under the Revolving Facility or generally under other agreements in which it commits to extend credit, (iv) such Lender has failed, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply with its Funding Obligations under the Revolving Facility or (v) such Lender has admitted in writing that it is insolvent or such Lender becomes subject to a Lender-Related Distress Event; provided that, for purposes of (and only for purposes of) Section 2.1(c), Section 3.3(b) and any documentation entered into pursuant to the Back-Stop Arrangements (and the term “Defaulting Lender” as used therein), the term “Lender Default” shall also include, as to any Lender, (i) after the date of this Agreement, any Affiliate of such Lender that has “control” (within the meaning provided in the definition of “Affiliate”)

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of such Lender having been deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, (ii) any previously cured “Lender Default” of such Lender under this Agreement, unless such Lender Default has ceased to exist for a period of at least ninety (90) consecutive days, (iii) any default by such Lender with respect to its obligations under any other credit facility to which it is a party and which the Swingline Lender, any Issuing Lender or the Administrative Agent reasonably believes in good faith has occurred and is continuing, and (iv) the failure of such Lender to make available its portion of any Borrowing (including any Mandatory Borrowing) or to fund its portion of any unreimbursed payment with respect to a Letter of Credit pursuant to Section 3.4(c) within one (1) Business Day of the date (x) the Administrative Agent (in its capacity as a Lender) or (y) Lenders constituting the Required Revolving Lenders has or have, as applicable, funded its or their portion thereof.

“Lender-Related Distress Event” shall mean, with respect to any Lender or any person that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case may be, a voluntary or involuntary case with respect to such Distressed Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in any Lender or any Person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.

“Letter of Credit” shall have the meaning set forth in Section 3.1(a).

“Letter of Credit Back-Stop Arrangements” shall have the meaning set forth in Section 3.3(b).

“Letter of Credit Fee” shall have the meaning set forth in Section 4.1(b).

“Letter of Credit Outstandings” shall mean, at any time, the sum of (i) the Stated Amount of all outstanding Letters of Credit at such time (taking the Dollar Equivalent of any such Letter of Credit denominated in an Alternate Currency) and (ii) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit at such time (taking the Dollar Equivalent of any such Letter of Credit denominated in an Alternate Currency).

“Letter of Credit Request” shall have the meaning set forth in Section 3.3(a).

“Leverage Ratios” shall have the meaning set forth in Section 1.3.

“LIBOR Loan” shall mean each Dollar Denominated Loan (other than a Swingline Loan) designated as such by the Borrower at the time of the incurrence thereof or conversion thereto.

“LIBOR Rate” shall mean (a) the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the Reuters Screen LIBOR01 for deposits in Dollars (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) for a period equal to such Interest Period; provided that to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBOR Rate” shall be the interest rate per annum determined by the Administrative Agent to be the

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average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period, divided by (b) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided that, solely in the case of Initial Term Loans, the LIBOR Rate shall not be less than 1.25% per annum.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), security interest, preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

“Loan” shall mean any loan made or maintained by any Lender pursuant to this Agreement.

“Loan Documents” shall mean this Agreement, the Security Agreement and, after the execution and delivery thereof pursuant to the terms of this Agreement, each Note, each other Security Document, each Incremental Amendment and each Refinancing Amendment.

“Loan Modification Agreement” shall have the meaning set forth in Section 2.16(b).

“Loan Modification Offer” shall have the meaning set forth in Section 2.16(a).

“Loan Parties” shall mean Holdings, U.S. Holdings, the Borrower and each Subsidiary Guarantor.

“LuxCo 3” shall mean Ancelux 3 S.àr.l., a société à responsabilité limitée incorporated and existing under the laws of Luxembourg having its registered office at 282 route de Longwy, L-1940 Luxembourg, and not yet registered with the register of commerce and companies of Luxembourg, and having a share capital of $22,000.

“Luxembourg” shall mean the Grand Duchy of Luxembourg.

“Management Agreement” shall mean that certain Management Agreement, dated as of the Closing Date, by and among the Borrower, Permira IV Limited, Permira Advisers LLC and Applegate & Collatos, Inc., as amended in accordance with Section 9.9; provided that such amendments are not materially disadvantageous to the Lenders.

“Management Stockholders” shall mean the members of management of Holdings, Holdings’ direct or indirect parent or its Subsidiaries and their Control Investment Affiliates who are holders of Capital Stock of Holdings or a direct or indirect parent of Holdings on the Closing Date or will become holders of such Capital Stock in connection with the Transactions.

“Mandatory Borrowing” shall have the meaning set forth in Section 2.1(d).

“Mandatory Costs” shall mean (a) in respect of Alternate Currency Loans denominated in Euros, the cost imputed to each Lender of compliance with any reserve asset requirements of the European Central Bank and (b) in respect of Alternate Currency Loans denominated in Pounds Sterling, the cost imputed to each Lender of compliance with the cash ratios and special deposit requirements of the Bank

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of England and/or the banking supervision or other costs imposed by the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions), as determined in accordance with Schedule 1.1(a).

“Mandatory Prepayment Date” shall have the meaning set forth in Section 5.2(e).

“Margin Stock” shall have the meaning set forth in Regulation U of the Board.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, operations or financial condition of the Group Members taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their obligations under the Loan Documents or (c) the rights and remedies available to, or conferred upon, the Administrative Agent, any Lender or any Secured Party hereunder or thereunder.

“Material Subsidiary” shall mean each Restricted Subsidiary, other than an Immaterial Subsidiary.

“Materials of Environmental Concern” shall mean any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, any petroleum or petroleum products, asbestos, polychlorinated biphenyls, lead or lead-based paints or materials, radon, urea-formaldehyde insulation, molds fungi, mycotoxins, and radioactivity, or radiofrequency radiation defined or regulated as hazardous or toxic under any Environmental Law.

“Maturity Date” shall mean, with respect to the relevant Tranche of Loans, the Term Loan Maturity Date, the Revolving Loan Maturity Date, the Swingline Expiry Date, the Incremental Term Loan Maturity Date, the Incremental Revolving Loan Maturity Date or the final stated maturity date of any Other Term Loan or Other Revolving Loan as set forth in the applicable Refinancing Amendment, as the case may be.

“Maximum Incremental Facilities Amount” shall mean, at any date of determination, the sum of (a)(i) $150,000,000 minus (ii) the sum of (A) the aggregate principal amount of Incremental Term Loans or Incremental Revolving Loan Commitments made pursuant to Section 2.15(a) prior to such date and (B) the aggregate principal amount of Indebtedness issued or incurred pursuant to Section 9.2(e) prior to such date; provided that the maximum amount deducted pursuant to this clause (a)(ii) shall not exceed $150,000,000, plus (b) an additional amount if, after giving effect to the incurrence of such additional amount (assuming any Incremental Revolving Loan Commitments are fully borrowed and outstanding throughout the relevant period), the Total Net Secured Leverage Ratio shall be less than or equal to 3.50:1.00, determined on a Pro Forma Basis as of the most recently completed Test Period for which financial statements and certificates required by Section 8.1(a) or (b), as the case may be, have been delivered; provided that the Net Cash Proceeds actually received (or contemplated to be received) in respect of any such Incremental Facility shall not be included as cash or Cash Equivalents for purposes of determining the Total Net Secured Leverage Ratio as used in this definition.

“Maximum Rate” shall have the meaning set forth in Section 13.18.

“Maximum Ratio Indebtedness Amount” shall mean, at any date of determination, the sum of (a)(i) $150,000,000 minus (ii) (A) the aggregate principal amount of Incremental Term Loans or Revolving Loan Commitment Increases made pursuant to Section 2.15(a) prior to such date and (B) the aggregate principal amount of Indebtedness issued or incurred pursuant to Section 9.2(e) prior to such date; provided that the maximum amount deducted pursuant to this clause (a)(ii) shall not exceed $150,000,000, plus (b) an additional amount if, after giving effect to the incurrence of such additional

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amount (assuming any revolving Indebtedness is fully borrowed and outstanding throughout the relevant period), (A) the Total Net Leverage Ratio shall be less than or equal to 5.50:1.00 and (B) in respect of Indebtedness secured by the Collateral securing the Facilities, the Total Net Secured Leverage Ratio shall be less than or equal to 4.00:1.00, in each case determined on a Pro Forma Basis as of the most recently completed Test Period for which financial statements and certificates required by Section 8.1(a) or (b), as the case may be, have been delivered; provided that the Net Cash Proceeds actually received (or contemplated to be received) in respect of any Indebtedness incurred pursuant to Section 9.2(e) shall not be included as cash or Cash Equivalents for purposes of determining the Total Net Leverage Ratio and Total Net Secured Leverage Ratio as used in this definition.

“Maximum Swingline Amount” shall mean $12,500,000.

“Merger Agreement” shall have the meaning set forth in the recitals hereto.

“Merger Agreement Representations” shall mean the representations and warranties relating to the Borrower, its Restricted Subsidiaries and their respective businesses made by the Borrower in the Merger Agreement that are material to the interests of the Lenders (but only to the extent that U.S. Holdings has the right to terminate its obligations, or decline to consummate the Acquisition, under the Merger Agreement as a result of a breach of such representations and warranties in the Merger Agreement).

“Merger Sub” shall have the meaning set forth in the recitals hereto.

“Minimum Borrowing Amount” shall mean (i) for Revolving Loans, (a) $500,000 for Base Rate Loans and (b) $1,000,000 for Fixed Rate Loans, and (ii) for Swingline Loans, $100,000, and in each case, for Revolving Loans and Swingline Loans denominated in an Alternate Currency, the Dollar Equivalent thereof.

“Minimum Extension Condition” shall have the meaning set forth in Section 2.16(c).

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean a mortgage, leasehold mortgage, deed of trust, leasehold deed of trust, deed to secure debt, leasehold deed to secure debt, debenture or similar security instrument, creating and evidencing a Lien on a Mortgaged Property, in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Mortgaged Property” shall mean each Real Property identified on Schedule 6.19(b) as having a fair market value in excess of $5,000,000, and each Real Property otherwise required to be encumbered by a Mortgage pursuant to the terms hereof.

“Multiemployer Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or to which there is or may be an obligation to contribute of) Holdings, the Borrower, a Subsidiary of the Borrower or any Commonly Controlled Entity, and each such plan for the five year period immediately following the latest date on which Holdings, the Borrower, a Subsidiary of the Borrower or a Commonly Controlled Entity contributed to or had an obligation to contribute to such plan.

“NAIC” shall mean the National Association of Insurance Commissioners.

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“Net Cash Proceeds” shall mean (a) in connection with any Asset Sale, any Recovery Event or any other sale of assets, the proceeds thereof actually received in the form of cash and cash equivalents (including Cash Equivalents) (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, and other bona fide fees, costs and expenses actually incurred in connection therewith, (ii) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event or any other sale of assets (other than any Lien pursuant to a Security Document), (iii) taxes paid and the Borrower’s reasonable and good faith estimate of income, franchise, sales, and other applicable taxes required to be paid by Holdings or the Group Members in connection with such Asset Sale or Recovery Event or any other sale of assets, (iv) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to the seller’s indemnities and representations and warranties to the purchaser in respect of such Asset Sale or any other sale of assets owing by Holdings or any Restricted Subsidiary in connection therewith and which are reasonably expected to be required to be paid; provided that to the extent such indemnification payments are not made and are no longer reserved for, such reserve amount shall constitute Net Cash Proceeds, (v) cash escrows to Holdings or any Restricted Subsidiary from the sale price for such Asset Sale or other sale of assets; provided that any cash released from such escrow shall constitute Net Cash Proceeds upon such release, (vi) in the case of a Recovery Event, costs of preparing assets for transfer upon a taking or condemnation and (vii) other customary fees and expenses actually incurred in connection therewith, and (b) in connection with any incurrence or issuance of Indebtedness, the cash proceeds received from any such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other bona fide fees and expenses actually incurred in connection therewith.

“New Revolving Loan Commitments” shall have the meaning set forth in Section 2.15(a).

“New York UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

“Non-Bank Certificate” shall have the meaning set forth in Section 5.5(b).

“Non-Defaulting Lender”, “Non-Defaulting Revolving Lender”, “Non-Defaulting Term Lender” shall mean and include each Lender, Term Lender, Revolving Lender, as the case may be, other than a Defaulting Lender.

“Non-Guarantor Subsidiary” shall mean (i) any Subsidiary of Holdings that is not a Wholly Owned Subsidiary; provided that any such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time such Subsidiary becomes a Wholly Owned Subsidiary, (ii) any Subsidiary of the Holdings that is an Immaterial Subsidiary; provided that any such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time such Subsidiary is no longer an Immaterial Subsidiary, (iii) any Subsidiary of Holdings that is a captive insurance company, not-for-profit Subsidiary or special purpose entity; provided that any such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time such Subsidiary is no longer a captive insurance company, not-for-profit Subsidiary or special purpose entity, (iv) any Restricted Subsidiary of Holdings designated as an Unrestricted Subsidiary after the Closing Date in accordance with, and pursuant to, Section 8.11; provided that any such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time such Subsidiary becomes a Restricted Subsidiary of Holdings, (v) any Subsidiary of Holdings that is prohibited by applicable law (including financial assistance, corporate benefit, fraudulent conveyance, preference, capitalization or other similar laws and regulations), regulation or contractual provision from Guaranteeing the Obligations; provided that any such Non-Guarantor Subsidiary shall cease to be a

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Non-Guarantor Subsidiary at the time any such prohibition ceases to exist or apply, (vi) any Subsidiary of Holdings the Guaranteeing of the Obligations by which would result in material adverse tax consequences or adverse accounting consequences to Holdings and its Restricted Subsidiaries as reasonably determined in good faith by the Borrower; provided that such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time any such material adverse tax consequences or adverse accounting consequences cease to exist or apply and (vii) any Subsidiary of Holdings the Guaranteeing of the Obligations by which would result in costs that are excessive in relation to the value afforded by such Guarantee (as reasonably determined by Holdings and the Administrative Agent); provided that notwithstanding the foregoing clauses (i) through (vii), Holdings may in its sole discretion designate any Non-Guarantor Subsidiary as a Subsidiary Guarantor.

“Non-U.S. Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States by Holdings, U.S. Holdings, the Borrower or one or more Subsidiaries primarily for the benefit of employees of Holdings, U.S. Holdings, the Borrower or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Note” shall mean each Term Note and Revolving Note and the Swingline Note.

“Notice of Borrowing” shall have the meaning set forth in Section 2.3(a).

“Notice of Conversion/Continuation” shall have the meaning set forth in Section 2.7.

“Notice of Intent to Cure” shall mean a certificate of an Authorized Officer of Holdings delivered to the Administrative Agent, with respect to any fiscal quarter for which a cure right will be exercised, which certificate shall contain a computation of the applicable Event of Default and notice of intent to cure such Event of Default in accordance with Section 11.3(a).

“Notice Office” shall mean the office of the Administrative Agent located at Barclays Bank PLC, Bank Debt Management Group, 745 Seventh Avenue, New York, NY 10019, Attention: Ancestry.com Portfolio Manager: Noam Azachi / Greg Fishbein, Telephone No.: 212-526-1957 / 212-526-3441, or such other office or person as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“Obligation Currency” shall have the meaning set forth in Section 13.19(a).

“Obligations” shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans or the maturity of Cash Management Obligations or Specified Swap Agreements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, examinership or like proceeding, relating to the Borrower or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, and all other obligations and liabilities of the Borrower or any other Loan Party (including with respect to guarantees) to the Administrative Agent, any Lender, any other Secured Party or any party to a Specified Swap Agreement or a party providing Cash Management Obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other Loan Document or any other document made, delivered or given in connection herewith or therewith or any Specified Swap Agreement or any document relating to Cash Management Obligations, whether on account of principal,

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interest, reimbursement obligations, fees (including fees accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, examinership or like proceeding, relating to the Borrower or any Guarantor, whether or not allowed in such proceeding), indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower or any Guarantor pursuant to any Loan Document), guarantee obligations or otherwise.

“OECD Country” shall have the meaning set forth in the definition of “Cash Equivalents.”

“OFAC” shall have the meaning set forth in Section 6.21(b).

“Offer Price” shall have the meaning set forth in the definition of “Dutch Auction.”

“Organizational Document” shall mean (i) relative to each Person that is a corporation, its charter and its by-laws (or similar documents), (ii) relative to each Person that is a limited liability company, its certificate of formation and its operating agreement, or its articles of association (or similar documents), (iii) relative to each Person that is a limited partnership, its certificate of formation and its limited partnership agreement (or similar documents), (iv) relative to each Person that is a general partnership, its partnership agreement (or similar document) and (v) relative to any Person that is any other type of entity, such documents as shall be comparable to the foregoing.

“Other Applicable Indebtedness” shall have the meaning set forth in Section 5.2(c).

“Other Revolving Commitments” shall mean one or more Classes of revolving credit commitments hereunder or extended Revolving Loan Commitments hereunder that result from a Refinancing Amendment.

“Other Revolving Loans” shall mean the Revolving Loans made pursuant to any Other Revolving Commitment.

“Other Taxes” shall mean all present or future stamp, court, documentary, excise, property intangible, recording, filing or similar Taxes that arise from any payment made under, the execution, delivery, performance, enforcement or registration of, the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except for any such Taxes that arise as a result of an assignment pursuant to Section 13.4 (other than an assignment at the request of the Borrower) (“Assignment Taxes”) to the extent that such Assignment Taxes are imposed as a result of a connection between the assignor and/or assignee on the one hand and the relevant taxing jurisdiction on the other hand (other than a connection arising solely from any Loan Documents or any transactions contemplated thereunder).

“Other Term Commitments” shall mean one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment.

“Other Term Loans” shall mean one or more Classes of Term Loans that result from a Refinancing Amendment.

“Parallel Debt” shall have the meaning set forth in Section 12.11(a).

“Participant” shall have the meaning set forth in Section 3.4(a) or 13.4(b), as the context may require.

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“Participant Register” shall have the meaning set forth in Section 13.4(b).

“Participating Member State” shall mean each state as described in any EMU Legislation.

“Patriot Act” shall mean the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time.

“Payment Office” shall mean the office of the Administrative Agent located Barclays Bank PLC, Loan Operations, 1301 Avenue of the Americas, New York, NY 10019, Attention: Agency Services – Ancestry.com Joseph Squeri, Telephone No.: 212-320-6297, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Perfection Certificate” shall mean a certificate in the form of Exhibit P or any other form approved by the Administrative Agent, as the same shall be supplemented from time to time.

“Permira” shall mean, collectively, funds advised by Permira Advisers LLC.

“Permitted Acquisition” shall have the meaning set forth in Section 9.7(g).

“Permitted Amendment” shall mean an amendment to this Agreement and the other Loan Documents, effected in connection with a Loan Modification Offer pursuant to Section 2.16, providing for an extension of the Maturity Date applicable to the Loans and/or Commitments of the Accepting Lenders and, in connection therewith, (a) a decrease or increase in the Applicable Margin with respect to the Loans and/or Commitments of the Accepting Lenders and/or (b) a decrease or increase in the fees payable to, or the inclusion of new fees to be payable to, the Accepting Lenders.

“Permitted Auction Purchaser” shall mean Holdings, the Borrower or any of their respective Subsidiaries.

“Permitted Genealogical Data Acquisitions” shall mean Investments consisting of the acquisition by any Group Member or any of their Restricted Subsidiaries of genealogical, historical and/or DNA data or any acquisition by any Group Member or any of their Subsidiaries of the Equity Interests of another Person for which the primary purpose of consummating such acquisition is to obtain genealogical, historical and/or DNA data; provided that (i) no Default or Event of Default shall have occurred or be continuing or would result from such acquisition, (ii) the property acquired (or the property of the Person acquired) in such acquisition is used or useful in the same or a related line of business as the Group Members and their Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (iii) the Administrative Agent shall have received all items in respect of the Equity Interests or property acquired in such acquisition required to be delivered pursuant to Section 8.8 in the time periods set forth therein, (iv) in the case of an acquisition of the Equity Interests of another Person where the approval of the board of directors (or other comparable governing body) of such other Person is necessary, such board of directors (or such other comparable governing body) of such other Person shall have duly approved such acquisition and (v) if such acquisition involves the purchase of Equity Interests in a partnership between a Group Member (or any Subsidiary of a Group Member) as a general partner and entities unaffiliated with such Group Member (or such Subsidiary of such Group Member) as the other partners, such transaction shall be effected by having the Equity Interests acquired by a corporate holding company directly or indirectly wholly owned by the Group Member (or such Subsidiary of the Group Member) newly formed for the sole purpose of effecting such transaction.

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“Permitted Refinancing” shall mean, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except (i) by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and (ii) by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (excluding the effects of nominal amortization in the amount of no greater than one percent per annum), (c) at the time thereof, no Event of Default shall have occurred and be continuing, and (d) (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) to the extent Liens securing such Indebtedness being modified, refinanced, refunded, renewed or extended are subordinated to Liens securing the Obligations, the Liens, if any, securing such modification, refinancing, refunding, renewal or extension are subordinated to the Liens securing the Obligations pursuant to an Intercreditor Agreement (and an Intercreditor Agreement may be amended in a manner reasonably acceptable to the Administrative Agent to provide for such Liens to be subordinated to the Liens securing the Obligations on a basis consistent with the Intercreditor Agreement prior to such modification, refinancing, refunding, renewal or extension), (iii) Indebtedness of a Subsidiary that is not a Guarantor shall not refinance Indebtedness of the Borrower or a Guarantor, (iv) Indebtedness of the Borrower or a Guarantor shall not refinance Indebtedness of a Subsidiary that is not a Guarantor and (v) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions and financial covenants) are either (a) substantially identical to the Indebtedness being refinanced, (b) (taken as a whole) not materially more favorable to the providers of such Permitted Refinancing than those applicable to the Indebtedness being refinanced or (c) on market terms for Indebtedness of the type being incurred pursuant to such Permitted Refinancing at the time of incurrence, except in each case for covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date; provided that in respect of this clause (v), if such Indebtedness contains financial covenants (which shall only be to the extent the result of prevailing market conditions), such financial covenants (and related definitions) will either be identical to or less restrictive than those with respect to the Facilities; provided further that in respect of this clause (v), a certificate of an Authorized Officer of Holdings or the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings or the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (v) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies Holdings or the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)).

“Person” shall mean any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any Governmental Authority.

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“Plan” shall mean, at a particular time, an “employee benefit plan” as defined in Section 3 of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform” shall have the meaning set forth in Section 8.2(a).

“Pounds Sterling” and “£” shall mean freely transferable lawful money of the United Kingdom (expressed in Pounds Sterling).

“Pounds Sterling Sublimit” shall mean an amount designated in Pounds Sterling, the Dollar Equivalent of which is $25,000,000.

“Prepayment Fees” shall have the meaning set forth in Section 5.1(b).

“Prime Lending Rate” shall mean the rate that the Administrative Agent announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by the Administrative Agent, which may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate.

“Private Lender Information” shall mean any information and documentation that is not Public Lender Information.

“Pro Forma Basis” shall mean, for the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), (i) if at any time during such Reference Period Holdings or any Restricted Subsidiary shall have made any Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period Holdings or any Restricted Subsidiary shall have made an acquisition of assets constituting at least a division of a business unit of, or all or substantially all of the assets of, any Person, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such acquisition of assets constituting at least a division of a business unit of, or all or substantially all of the assets of, any Person, occurred on the first day of such Reference Period (including, in each such case, pro forma adjustments (x) arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and (y) such other pro forma adjustments relating to a specific transaction or event and reflective of actual or reasonably anticipated synergies and cost savings expected to be realized or achieved in the twelve months following such transaction or event, which pro forma adjustments shall be certified by the chief financial officer, treasurer, controller or comptroller of the Borrower); provided that any pro forma adjustments pursuant to clause (ii)(x) and (ii)(y) of this definition shall, together with the add-backs made in the aggregate pursuant to clauses (aa), (bb) and (cc) of the definition of “Consolidated EBITDA,” not exceed 15% of Consolidated EBITDA (before giving effect to all such adjustments) for such period The term “Disposition” in this definition shall not include dispositions of inventory and other ordinary course dispositions of property.

“Pro Forma Financial Information” shall have the meaning set forth in Section 6.1(a).

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“Projections” shall have the meaning set forth in Section 8.2(d).

“Properties” shall have the meaning set forth in Section 6.17(a).

“Proposed Modification” shall have the meaning set forth in Section 2.14.

“Public Lender Information” shall mean information and documentation that is either exclusively (i) of a type that would be publicly available if Holdings, any Group Member and their respective Subsidiaries were public reporting companies or (ii) not material with respect to Borrower, Holdings and their respective Subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws.

“Public Market” shall mean that (a) a Public Offering has been consummated and (b) at least 15% of the total issued and outstanding common equity of Holdings or Holdings’ immediate parent has been distributed by means of an effective registration statement under the Securities Act or sale pursuant to Rule 144 under the Securities Act.

“Public Offering” shall mean an initial underwritten public offering of common Capital Stock of Holdings or Holdings’ direct or indirect parent pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (other than a registration statement on Form S-8 or any successor form).

“Purchase” shall have the meaning set forth in the definition of “Dutch Auction.”

“Purchase Notice” shall have the meaning set forth in the definition of “Dutch Auction.”

“Purchaser” shall have the meaning set forth in the definition of “Dutch Auction.”

“Qualified Counterparty” shall mean, with respect to any Specified Swap Agreement or agreement governing Cash Management Obligations, any counterparty thereto that, at the time such Specified Swap Agreement was entered into or such Cash Management Obligations were incurred or as of the Closing Date, was the Administrative Agent, a Joint Lead Arranger or a Lender or an Affiliate of the Administrative Agent, a Joint Lead Arranger or a Lender.

“Qualified Equity Interests” shall mean any Capital Stock that is not a Disqualified Equity Interest.

“Qualified Public Offering” shall mean a Public Offering that results in a Public Market.

“Qualifying Lenders” shall have the meaning set forth in the definition of “Dutch Auction.”

“Qualifying Loans” shall have the meaning set forth in the definition of “Dutch Auction.”

“Quarterly Payment Date” shall mean the last Business Day of each March, June, September and December occurring after the Closing Date.

“Quarterly Pricing Certificate” shall have the meaning set forth in the definition of “Applicable Margin.”

“Real Property” shall mean, with respect to any Person, all the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

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“Recovery Event” shall mean any settlement of or payment in excess of an amount equal to $5,000,000 in respect of any property or casualty insurance (excluding business interruption insurance) claim or any condemnation, eminent domain or similar proceeding relating to any asset of Holdings or any of its Restricted Subsidiaries.

“Reference Period” shall have the meaning set forth in the definition of Pro Forma Basis.

“Refinance” shall mean, in respect of any Indebtedness, to refinance, redeem, defease, refund, extend, renew or repay any Indebtedness with the proceeds of other Indebtedness, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part; “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinanced Credit Agreement Debt” shall have the meaning set forth in the definition of “Credit Agreement Refinancing Debt.”

“Refinanced Debt” shall have the meaning set forth in the definition of “Credit Agreement Refinancing Requirements.”

“Refinanced Term Loans” shall have the meaning set forth in Section 13.12(d).

“Refinancing Amendment” shall mean an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Debt being incurred pursuant thereto, in accordance with Section 2.17.

“Refinancing Revolving Debt” shall mean any First Priority Refinancing Revolving Debt, Second Priority Refinancing Revolving Debt or Unsecured Refinancing Revolving Debt.

“Refinancing Term Debt” shall mean Indebtedness under any First Priority Refinancing Term Facility, Second Priority Refinancing Term Facility or Unsecured Refinancing Term Facility.

“Rejection Notice” shall have the meaning set forth in Section 5.2(e).

“Register” shall have the meaning set forth in Section 13.15.

“Registration Rights Agreement” shall mean the Registration Rights Agreement, dated as of the Closing Date, among the Borrower, the Guarantors and the initial purchasers for the Borrower’s offering of Senior Notes, pursuant to which the Borrower agrees to conduct a registered exchange offer of the Exchange Senior Notes for Senior Notes.

“Regulation D” shall mean Regulation D of the Board.

“Reorganization” shall mean, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Repatriation Limitation” shall have the meaning set forth in Section 5.2(f).

“Replaced Lender” shall have the meaning set forth in Section 2.14.

“Replacement Lender” shall have the meaning set forth in Section 2.14.

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“Replacement Term Loans” shall have the meaning set forth in Section 13.12(d).

“Reply Amount” shall have the meaning set forth in the definition of “Dutch Auction.”

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA with respect to a Plan, other than those events as to which the thirty day notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

“Repricing Transaction” shall mean, other than in the context of a transaction involving a Change of Control, the prepayment, refinancing, substitution or replacement of all or a portion of the Term Loans with the incurrence by Holdings, the Borrower or any Subsidiary of any debt financing having an effective interest cost or weighted average yield (the calculation of which shall give effect to, among other factors, consistent with generally accepted financial practices, margin, interest rate floors, upfront or similar fees or original issue discount shared with all providers of such financing, and shall exclude the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and any fluctuations in the LIBOR Rate) that is less than the effective interest cost or weighted average yield (calculated on the same basis) of such Term Loans, including, without limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, such Term Loans.

“Required Facility Lenders” shall mean, at any time, (i) with respect to any Revolving Facility, the Required Revolving Lenders with respect to such Revolving Facility and (b) with respect to any Term Facility, the Required Term Lenders with respect to such Term Facility.

“Required Lenders” shall mean, at any time, Non-Defaulting Lenders holding at least a majority of the sum of (i) all outstanding Term Loans of Non-Defaulting Lenders, (ii) the Total Revolving Loan Commitments in effect at such time less the Revolving Loan Commitments of all Defaulting Lenders at such time (or, after the termination thereof, the sum of the total outstanding Revolving Loans of Non-Defaulting Lenders and the aggregate RL Percentages of all Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter of Credit Outstandings at such time); provided that, for purposes of this definition the outstanding principal amount of Alternate Currency Loans and the Alternate Currency Letter of Credit Outstandings at any time shall be determined using the Dollar Equivalent thereof at such time, and (iii) all outstanding Incremental Term Loans of Non-Defaulting Incremental Term Lenders.

“Required Revolving Lenders” shall mean, at any time with respect to any Class of Revolving Commitments and the Revolving Extensions of Credit thereunder, (i) prior to the termination of all such Revolving Loan Commitments, the holders of more than 50% of the Total Revolving Loan Commitments of Class and (ii) after the termination of such Revolving Loan Commitments, the holders of more than 50% of the Total Revolving Extensions of Credit in respect of such Revolving Facility, but excluding the amount of Revolving Loan Commitments and Revolving Extensions of Credit held by Defaulting Lenders; provided that for purposes of this definition the outstanding principal amount of Alternate Currency Loans and the Alternate Currency Letter of Credit Outstandings at any time shall be determined using the Dollar Equivalent thereof at such time.

“Required Term Lenders” shall mean, at any time with respect to any Class of Term Loans, Non-Defaulting Lenders having Term Loans and unused and outstanding Term Loan Commitments with respect to such Class representing more than 50% of the sum of all Term Loans outstanding and unused and outstanding Term Loan Commitments of such Class at such time, but excluding the amount of Term Loans and Term Loan Commitments held by Defaulting Lenders; provided that for purposes of this definition the outstanding principal amount of Alternate Currency Loans and the Alternate Currency Letter of Credit Outstandings at any time shall be determined using the Dollar Equivalent thereof at such time.

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“Requirement of Law” shall mean, with respect to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Restricted” shall mean, when referring to cash or Cash Equivalents of Holdings and its Restricted Subsidiaries, that such cash or Cash Equivalents (i) appear (or would be required to appear) as “restricted” on the consolidated balance sheet of Holdings (unless such appearance is related to the Liens permitted hereunder other than consensual Liens which either are on assets that do not constitute Collateral or rank prior to the Liens in favor of the Secured Parties on the Collateral), (ii) are subject to any Lien in favor of any Person other than (x) the Collateral Agent for the benefit of the Secured Parties and (y) other Liens permitted hereunder other than consensual Liens which either are on assets which do not constitute Collateral or rank prior to the Liens in favor of the Secured Parties on the Collateral, or (iii) are not otherwise generally available for use by such Person.

“Restricted Affiliated Lender” shall mean any Affiliated Lender (other than an Affiliated Investment Fund).

“Restricted Payments” shall have the meaning set forth in Section 9.6.

“Restricted Subsidiary” shall mean, (i) with respect to Holdings, any Subsidiary of Holdings (including the Borrower, U.S. Holdings and LuxCo 3), (ii) with respect to U.S. Holdings, any Subsidiary of U.S. Holdings (including the Borrower), (iii) with respect to LuxCo 3, any Subsidiary of LuxCo 3 and, (iv) with respect to the Borrower, any Subsidiary of the Borrower (in each case, other than any Unrestricted Subsidiary).

“Retained Excess Cash Flow Amount” shall mean, at any date of determination, an amount equal to (a) the sum of the amounts of Excess Cash Flow for all Excess Cash Flow Periods ending on or prior to the date of determination, minus (b) the sum at the time of determination of the aggregate amount of prepayments required to be made pursuant to Section 5.2(b) through the date of determination (whether or not such prepayments are accepted by the Lenders) (provided that in the case of any Excess Cash Flow Period in respect of which the amount of Excess Cash Flow shall have been calculated as contemplated by Section 8.2(c) but the prepayment required pursuant to Section 5.2(b) is not yet due and payable in accordance with the provisions of Section 5.2(b) as of the date of determination, the amount of prepayments that will be so required to be made in respect of such Excess Cash Flow shall be deemed to be made for purposes of this paragraph).

“Return Bid” shall have the meaning set forth in the definition of “Dutch Auction.”

“Revolving Excess” shall have the meaning set forth in Section 5.3.

“Revolving Extensions of Credit” shall mean, with respect to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s RL Percentage of the L/C Obligations then outstanding and (c) such Lender’s RL Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Revolving Facility” shall mean the Revolving Loan Commitments and the extensions of credit made thereunder, as the context may require.

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“Revolving Lender” shall mean each Lender that has a Revolving Loan Commitment or that holds Revolving Loans.

“Revolving Loan” shall mean an Initial Revolving Loan, an Incremental Revolving Loan and an Other Revolving Loan, as the context requires.

“Revolving Loan Commitment” shall mean, for each Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “Revolving Loan Commitment” or in the Assignment and Assumption, Incremental Amendment or Refinancing Amendment pursuant to which such Lender shall have assumed or established its Revolving Loan Commitment, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Revolving Loan Commitments as of the Closing Date is $50,000,000.

“Revolving Loan Commitment Increase” shall have the meaning set forth in Section 2.15(a).

“Revolving Loan Commitment Increase Lender” shall have the meaning set forth in Section 2.15(f).

“Revolving Loan Maturity Date” shall mean December 28, 2017.

“Revolving Note” shall have the meaning set forth in Section 2.6(a).

“RL Percentage” shall mean, with respect to any Revolving Lender at any time, a fraction (expressed as a percentage) the numerator of which is the Revolving Loan Commitment of such Revolving Lender at such time and the denominator of which is the Total Revolving Loan Commitment at such time; provided that if the RL Percentage of any Revolving Lender is to be determined after the Total Revolving Loan Commitment has been terminated, then the RL Percentages of such Revolving Lender shall be determined immediately prior (and without giving effect) to such termination (but giving effect to assignments made thereafter in accordance with the terms hereof); provided further that the RL Percentages of the Revolving Lenders are subject to modification as and to the extent provided in Section 2.17.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.

“Sale Leaseback Transaction” shall mean any arrangement with any Person or Persons, whereby in contemporaneous or substantially contemporaneous transactions a Loan Party sells substantially all of its right, title and interest in any property and, in connection therewith, a Loan Party acquires, leases or licenses back the right to use all or a material portion of such property.

“SEC” shall mean the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Second Priority Credit Agreement Refinancing Debt” shall mean any secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured term loans (each, a “Second Priority Refinancing Term Facility”) or one or more revolving credit facilities (each, a “Second Priority Refinancing Revolving Facility”); provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated basis (with respect to liens only) to the Obligations and the obligations in respect of any First Priority Credit Agreement Refinancing Debt, (ii) such Indebtedness constitutes Credit Agreement Refinancing Debt and (iii) such Indebtedness complies

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with the Credit Agreement Refinancing Requirements; provided that a certificate of an Authorized Officer of Holdings or the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings or the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies Holdings or the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

“Second Priority Refinancing Revolving Facility” shall have the meaning set forth in the definition of “Second Priority Credit Agreement Refinancing Debt.”

“Second Priority Refinancing Term Facility” shall have the meaning set forth in the definition of “Second Priority Credit Agreement Refinancing Debt.”

“Secured Parties” shall mean the collective reference to the Administrative Agent, the Collateral Agent, the Lenders (including any Issuing Lender in its capacity as Issuing Lender), and any Qualified Counterparties.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Agreement” shall mean the U.S. Pledge and Security Agreement in the form of Exhibit E, as modified, supplemented, amended, restated (including any amendment and restatement thereof), extended or renewed from time to time in accordance with the terms thereof and hereof.

“Security Documents” means, collectively, the Security Agreement, each of the Mortgages, Intellectual Property Security Agreements, collateral assignments, Assumption Agreements in the form of Annex I to the Security Agreement, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 7.01, Section 8.01 or Section 8.8, Intercreditor Agreements (if any) and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Security and Guarantee Principles” shall have the meaning set forth in Exhibit Q.

“Senior Notes” shall mean the Borrower’s 11.00% Senior Notes due 2020, issued pursuant to the Senior Notes Indenture, dated as of the Closing Date, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof. As used in this Agreement, the term “Senior Notes” shall include any Exchange Senior Notes issued pursuant to the Senior Notes Indenture in exchange for theretofore outstanding Senior Notes, as contemplated by the Registration Rights Agreement.

“Senior Notes Documents” shall mean the Senior Notes, the Senior Notes Indenture and all other documents executed and delivered with respect to the Senior Notes or Senior Notes Indenture, each dated as of the Closing Date and as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

“Senior Notes Indenture” shall mean the Indenture, dated as of the Closing Date, among the Borrower, the Guarantors and Wells Fargo Bank, National Association, as trustee, as in effect on the Closing Date and as thereafter amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

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“Senior Representative” shall mean, with respect to any series of Indebtedness permitted under Section 9.2(c), (d), or (e), the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Settlement Service” shall have the meaning set forth in Section 13.4.

“Significant Event of Default” shall mean an Event of Default under Section 11.1(a) or (f) (in the case of Section 11.1(f), with respect to the Borrower).

“Significant Restricted Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary or group of Restricted Subsidiaries of Holdings (a) whose GAAP value of total assets at the last day of the most recent Test Period for which financial statements have been delivered were equal to or greater than 5.0% of the Consolidated Total Assets at such date or (b) whose gross revenues for the most recently completed Test Period for which financial statements have been delivered were equal to or greater than 5.0% of the consolidated gross revenues of Holdings and its Restricted Subsidiaries for such Test Period, in each case, determined in accordance with GAAP (it being understood that such calculations shall be determined in the aggregate for all Restricted Subsidiaries of Holdings subject to any of the events specified in Section 11.1(f)).

“Single Employer Plan” shall mean any Plan that is covered by Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, other than a Multiemployer Plan, that is maintained or contributed to by Holdings, the Borrower or any Commonly Controlled Entity or to which Holdings, the Borrower or a Commonly Controlled Entity has or may have an obligation to contribute, and such plan for the five-year period immediately following the latest date on which Holdings, the Borrower or a Commonly Controlled Entity maintained, contributed to or had an obligation to contribute to (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

“Solvent” shall mean, with respect to any Person and its Subsidiaries on a consolidated basis, that as of any date of determination, (a) the sum of the “fair value” of the assets of such Person and its Subsidiaries on a consolidated basis will, as of such date, exceed the sum of all debts of such Person and its Subsidiaries on a consolidated basis as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the “present fair saleable value” of the assets of such Person and its Subsidiaries on a consolidated basis will, as of such date, be greater than the amount that will be required to pay the probable liability on existing debts of such Person and its Subsidiaries on a consolidated basis as such debts become absolute and matured, as such quoted term is determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (c) such Person and its Subsidiaries on a consolidated basis will not have, as of such date, an unreasonably small amount of capital with which to conduct any business in which it is or is about to become engaged and (d) such Person and its Subsidiaries on a consolidated basis does not intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or

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unsecured. For purposes of this definition, the amount of any contingent, unliquidated and disputed claim and any claim that has not been reduced to judgment at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such liabilities meet the criteria for accrual under the FASB Statement of Financial Accounting Standards No. 5).

“Specified Class” shall have the meaning set forth in Section 2.16(a).

“Specified EBITDA Adjustments” shall have the meaning set forth in the definition of “Consolidated EBITDA.”

“Specified Equity Contribution” shall have the meaning set forth in Section 11.3(a).

“Specified Period” shall mean, as to any Excess Cash Flow Period, the period commencing on the Excess Cash Flow Application Date that occurs during such period and ending on the day immediately preceding the Excess Cash Flow Application Date that occurs in the next succeeding Excess Cash Flow Period.

“Specified Representations” shall mean the representations and warranties set forth in Sections 6.3(a), 6.4, 6.6 (but only with respect to the Organizational Documents of the Group Members), 6.12, 6.15, 6.19, 6.20, 6.21 (but only in respect of the Patriot Act and, with respect the Merger Sub, OFAC), 6.22 and 6.23.

“Specified Swap Agreement” shall mean any Swap Agreement entered into by any Restricted Subsidiary of Holdings, on the one hand, and any Qualified Counterparty (or any Person who was a Qualified Counterparty as of the Closing Date or as of the date such Swap Agreement was entered into), on the other hand.

“Sponsors” shall mean, collectively, Permira, Jasmine Ventures Pte Ltd, AlpInvest Partners Co-Investments 2009 C.V., AlpInvest Partners Co-Investments 2010 II C.V., Spectrum Equity Investors V, L.P., Esta Investments Pte Ltd, and each of their Affiliates, but not including any of their portfolio companies.

“Spot Currency Exchange Rate” shall have the meaning set forth in Section 1.3(c).

“Start Date” shall have the meaning set forth in the definition of “Applicable Margin.”

“Stated Amount” shall mean, with respect to each Letter of Credit, at any time, the maximum amount available to be drawn thereunder, in each case determined (x) as if any future automatic increases in the maximum amount available that are provided for in any such Letter of Credit had in fact occurred at such time and (y) without regard to whether any conditions to drawing could then be met but after giving effect to all previous drawings made thereunder.

“Sterling Denominated Loans” and the “£” shall mean each Revolving Loan or Incremental Term Loan denominated in Pounds Sterling at the time of the incurrence thereof.

“Sterling Rate” shall mean, with respect to each Borrowing of Sterling Denominated Loans, (i) the rate per annum that appears on page Reuters Page LIBOR01 (or any successor page) for Pounds Sterling deposits with maturities comparable to the Interest Period applicable to the Sterling Denominated Loans subject to the respective Borrowing as of 11:00 A.M. (London time) on the date of the proposed commencement of such Interest Period or (ii) if such a rate does not appear on page 3750 of the Dow

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Jones Telerate Screen (or any successor page), the offered quotation to first-class banks in the London interbank market by the Administrative Agent for Pounds Sterling deposits of amounts in immediately available funds comparable to the principal amount of the Sterling Denominated Loan to be made by the Administrative Agent as part of such Borrowing (or, if the Administrative Agent is not lending any part of such Borrowing, the Lenders with the largest percentage of the respective such Borrowing) with maturities comparable to the Interest Period applicable to such Sterling Denominated Loan as of 11:00 A.M. (London time) on the date of the proposed commencement of such Interest Period; provided that in the event the Administrative Agent has made any determination pursuant to Section 2.11(a)(A) in respect of Sterling Denominated Loans, or in the circumstances described in clause (A) to the proviso to Section 2.11(c) in respect of such Sterling Denominated Loans, the Sterling Rate determined pursuant to this definition shall instead be the rate determined by the Administrative Agent as the all-in-cost of funds for the Administrative Agent to fund a Borrowing of Revolving Loans denominated in Pounds Sterling with maturities comparable to the Interest Period applicable thereto.

“Subsidiary” shall mean, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other Capital Stock having ordinary voting power (other than stock or such other Capital Stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers (or similar governing body) of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings, U.S. Holdings, LuxCo 3 or the Borrower, as applicable.

“Subsidiary Guarantor” shall mean each Restricted Subsidiary of Holdings, U.S. Holdings and the Borrower other than (x) any Excluded Foreign Subsidiary and (y) any Non-Guarantor Subsidiary.

“Swap Agreement” shall mean any agreement with respect to any swap, cap, collar, hedge, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (including, without limitation, any Interest Rate Protection Agreement).

“Swedish Krona” shall mean freely transferable lawful money of Kingdom of Sweden (expressed in Swedish Krona).

“Swingline Back-Stop Arrangements” shall have the meaning set forth in Section 2.1(c).

“Swingline Expiry Date” shall mean that date which is five (5) Business Days prior to the Revolving Loan Maturity Date.

“Swingline Lender” shall mean the Administrative Agent, in its capacity as Swingline Lender hereunder.

“Swingline Loan” shall have the meaning set forth in Section 2.1(c).

“Swingline Note” shall have the meaning set forth in Section 2.6(a).

“Synthetic Lease Obligation” shall mean the monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease.

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“Tax Benefit” shall have the meaning set forth in Section 5.5(e).

“Taxes” shall mean all present or future taxes, levies, imposts, duties, fees, assessments or other charges in the nature of taxation now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein and all interest, penalties or similar liabilities with respect to such taxes, levies, imposts, duties, fees, assessments or other charges.

“Term Facility” shall mean any Class of Term Loans, as the context may require.

“Term Lenders” shall mean each Lender that has a Term Loan Commitment or that holds a Term Loan.

“Term Loan” shall mean an Initial Term Loan, an Other Term Loan or an Incremental Term Loan, as the context requires.

“Term Loan Commitment” shall mean, for each Lender, (i) the Initial Term Loan Commitment, (ii) the Incremental Term Loan Commitments, if any, issued after the Closing Date pursuant to Section 2.15 or (iii) the Other Term Commitments, if any, issued after the Closing Date pursuant to Section 2.18, as each may be terminated pursuant to Sections 4.3 and/or Section 11. The original aggregate amount of the Term Loan Commitments as of the Closing Date is $670,000,000.

“Term Loan Maturity Date” shall mean December 28, 2018.

“Term Loan Purchase Amount” shall have the meaning set forth in the definition of “Dutch Auction.”

“Term Note” shall have the meaning set forth in Section 2.6(a).

“Test Period” shall mean each period of four consecutive fiscal quarters of Holdings then last ended, in each case taken as one accounting period.

“Total Commitment” shall mean, at any time, the sum of the Commitments of each of the Lenders at such time.

“Total Net Leverage Ratio” shall mean, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day over (ii) an amount equal to the Unrestricted cash and Cash Equivalents of Holdings and its Restricted Subsidiaries on such date, to (b) Consolidated EBITDA, calculated (x) on a Pro Forma Basis and (y) subject to the currency translation provisions as provided in Section 1.3(c), for such Test Period.

“Total Net Secured Leverage Ratio” shall mean, as at the last day of any Test Period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day (other than any portion thereof that is unsecured) over (ii) an amount equal to the Unrestricted cash and Cash Equivalents of Holdings and its Restricted Subsidiaries on such date, to (b) Consolidated EBITDA, calculated (x) on a Pro Forma Basis and (y) subject to the currency translation provisions as provided in Section 1.3(c), for such Test Period.

“Total Revolving Extensions of Credit” shall mean, at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“Total Revolving Loan Commitment” shall mean, at any time, the sum of the Revolving Loan Commitments of each of the Lenders at such time.

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“Total Term Loan Commitment” shall mean, at any time, the sum of the Term Loan Commitments of each of the Lenders at such time.

“Total Unutilized Revolving Loan Commitment” shall mean, at any time, an amount equal to the remainder of (x) the Total Revolving Loan Commitment in effect at such time less (y) the sum of (i) the aggregate principal amount of all Revolving Loans and Swingline Loans outstanding at such time plus (ii) the aggregate amount of all Letter of Credit Outstandings at such time.

“Tranche” shall mean the respective facility and commitments utilized in making Loans hereunder, with there being three separate Tranches on the Closing Date, i.e., Term Loans, Revolving Loans and Swingline Loans; provided that for purposes of Sections 2.14, 13.4, 13.12(a) and (b) and the definition of Required Revolving Lenders, Revolving Loans and Swingline Loans shall be deemed to constitute part of a single “Tranche.”

“Transactions” shall mean, collectively, (i) the consummation of the Acquisition and the other transactions contemplated by the Acquisition Documentation, (ii) the consummation of the Transaction Refinancing, (iii) the consummation of the Equity Contribution, (iv) the execution, delivery and performance by each Loan Party of the Senior Notes Documents to which it is a party, the issuance of the Senior Notes and the use of proceeds as set out in the Offering Memorandum, dated December 17, 2012, with respect to the Senior Notes, (v) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party, the incurrence of Loans on the Closing Date and the use of proceeds permitted under Section 8.15 hereof and (vi) the payment of all fees and expenses in connection with the foregoing.

“Transaction Certificate” shall have the meaning set forth in the definition of “Applicable Margin.”

“Transaction Refinancing” shall mean the refinancing of the Existing Credit Facility and the termination of all other Indebtedness pursuant to the Merger Agreement, in each case to the extent set forth in the Merger Agreement, other than the Indebtedness set forth on Schedule 9.2(j).

“Type” shall mean the type of Loan determined with regard to the interest option applicable thereto, i.e., whether a Base Rate Loan, a LIBOR Loan, a Euro Denominated Loan or a Sterling Denominated Loan.

“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.

“Unfunded Pension Liability” of any Plan shall mean the amount, if any, by which the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans), as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceeds the value of the assets of such Plan allocable to such accrued benefits by a material amount (excluding any accrued but unpaid contributions).

“United States” and “U.S.” shall each mean the United States of America.

“Unpaid Drawing” shall have the meaning set forth in Section 3.5(a).

“Unrestricted” shall mean, when referring to cash or Cash Equivalents, that such cash or Cash Equivalents are not Restricted.

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“Unrestricted Subsidiary” shall mean (i) any Subsidiary of Holdings, U.S. Holdings, LuxCo 3 or the Borrower designated by the board of directors (or similar governing body) of Holdings as an Unrestricted Subsidiary pursuant to Section 8.11 subsequent to the Closing Date (other than U.S. Holdings, LuxCo 3 and the Borrower) and (ii) any Subsidiary of an Unrestricted Subsidiary.

“Unsecured Credit Agreement Refinancing Debt” shall mean any unsecured Indebtedness incurred by the Borrower in the form of one or more series of senior unsecured notes or term loans (each, an “Unsecured Refinancing Term Facility”) or one or more revolving credit facilities (each, an “Unsecured Refinancing Revolving Facility”); provided that (i) such Indebtedness constitutes Credit Agreement Refinancing Debt and (ii) such Indebtedness complies with the Credit Agreement Refinancing Requirements; provided that a certificate of an Authorized Officer of Holdings or the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings or the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

“Unsecured Refinancing Revolving Facility” shall have the meaning set forth in the definition of “Unsecured Credit Agreement Refinancing Debt.”

“Unsecured Refinancing Term Facility” shall have the meaning set forth in the definition of “Unsecured Credit Agreement Refinancing Debt.”

“Unutilized Revolving Loan Commitment” shall mean, with respect to any Lender at any time, such Lender’s Revolving Loan Commitment at such time less the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (taking the Dollar Equivalent of any such Loans denominated in an Alternate Currency) made by such Lender at such time and (ii) such Lender’s RL Percentage of the Letter of Credit Outstandings at such time (taking the Dollar Equivalent of any Letters of Credit denominated in an Alternate Currency).

“U.S. Holdings” shall have the meaning set forth in the recitals hereto.

“U.S. Loan Parties” shall mean the Loan Parties incorporated or organized in the United States, any State thereof or the District of Columbia.

“U.S. Owned DRE” shall mean any entity that (i) is directly owned by Holdings, U.S. Holdings, the Borrower or any Domestic Subsidiary of Holdings, U.S. Holdings or the Borrower and (ii) has no material assets other than Capital Stock of one or more CFCs.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Domestic Subsidiary” shall mean, with respect to any Person, any Wholly Owned Subsidiary of such Person which is a Domestic Subsidiary.

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“Wholly Owned Subsidiary” shall mean, with respect to any Person, (i) any corporation 100% of whose Capital Stock is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person has a 100% equity interest at such time (other than, in the case of a Foreign Subsidiary of Holdings with respect to the preceding clauses (i) and (ii), director’s qualifying shares and/or other nominal amount of shares required to be held by Persons other than the Borrower and its Subsidiaries under applicable law).

1.2 Other Interpretive Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms not defined in Section 1.1 shall have the respective meanings given to them under GAAP (but subject to the terms of Section 13.7), (ii) the words “include”. “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume or become liable in respect of (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) unless the context otherwise requires, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) the word “will” shall be construed to have the same meaning and effect as the word “shall,” and (vi) unless the context otherwise requires, any reference herein (A) to any Person shall be construed to include such Person’s successors and permitted assigns and (B) to Holdings, the Borrower or any other Loan Party shall be construed to include Holdings, the Borrower or such Loan Party as debtor and debtor-in-possession and any examiner, liquidator, receiver or trustee for Holdings, the Borrower or any other Loan Party, as the case may be, in any insolvency or liquidation proceeding.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3 Calculations; Computations; Latest Maturity Date. Calculations; Computations; Latest Maturity Date. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); provided that (A) except as otherwise specifically provided herein, all computations of Excess Cash Flow and the Applicable Margin, and all computations with respect to any basket, standard or term in this Agreement and all computations and all definitions (including accounting terms) used in determining compliance with the Financial Covenant and in determining the Total Net Secured Leverage Ratio and the Total Net Leverage Ratio (the “Leverage Ratios”), shall (i) utilize GAAP and policies in conformity with those used to prepare the audited financial statements referred to in Section 6.1(b) for the fiscal year ended December 31, 2011 and (ii) in respect of any portion of the Test Period that occurs prior to Closing Date, be based on the financial statements of the Borrower and its Subsidiaries as in existence prior to the Closing Date, (B) notwithstanding anything to the contrary contained herein, all such financial statements

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shall be prepared, and the Financial Covenant and the Leverage Ratios shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof and (C) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of all computations and all definitions (including accounting terms) used in determining compliance with the Financial Covenant, then at the Borrower’s request, the Administrative Agent shall enter into negotiations with the Borrower in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating Holdings’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made; provided that (i) no amendment fee shall be payable in connection therewith, (ii) any such amendments that relate to Section 9.1 shall be subject to the prior written consent of the Required Revolving Lenders (such consent not to be unreasonably withheld or delayed) and not the Required Lenders and (iii) all amendments relating to the Leverage Ratios (other than in connection with Section 9.1) shall be subject to the prior written consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) and not the Required Revolving Lenders. Until such time as such an amendment shall have been executed and delivered by the parties hereto in accordance with this Section 1.3(a), all computations of Excess Cash Flow and the Applicable Margin, all computations with respect to any basket, standard or term in this Agreement and all computations and all definitions (including accounting terms) used in determining compliance with the Financial Covenant and in determining the Leverage Ratios shall continue to be calculated or construed as if such Accounting Changes had not occurred (other than for purposes of delivery of financial statements under Sections 8.1(a) and (b)). “Accounting Changes” refers to changes in accounting principles (i) required by the promulgation of any rule, regulation, pronouncement or opinion by FASB or, if applicable, the SEC or (ii) otherwise proposed by the Borrower to, and approved by, the Administrative Agent.

(b) All computations of interest, Commitment Fees and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable, and interest calculated by reference to the Sterling Rate, which shall be based on a year of 365 days) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Fees or Fees are payable.

(c) For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, any requisite currency translation shall be based on the rate of exchange between the applicable currency and Dollars (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency reasonably acceptable to Holdings and the Administrative Agent (the “Spot Currency Exchange Rate”)) in effect on the Business Day immediately preceding the date of such transaction (except for such other time periods as provided for in Section 9.2) or determination and shall not be affected by subsequent fluctuations in exchange rates; provided that for purposes of determining the Leverage Ratios, (i) such ratios will be determined at the currency exchange rates used in preparing the Holdings’ financial statements corresponding to the Test Period with respect to the applicable date of determination. Any determinations as to the Dollar Equivalent of Revolving Loans or Letters of Credit denominated in an Alternate Currency (whether for purposes of calculating the amount of L/C Obligations or fees payable in respect of Letters of Credit or the amount required to be paid to the Issuing Lender in respect of a drawing on a Letter of Credit or otherwise), the amount of fees owing in respect of Letters of Credit denominated in an Alternate Currency and the amount of Unpaid Drawings owing to the Issuing Lender shall be made by the Administrative Agent and such determination shall be conclusive absent manifest error.

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(d) For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the Spot Currency Exchange Rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that, if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the Spot Currency Exchange Rate in effect on the date of such Refinancing such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtedness so Refinanced does not exceed the principal amount of such Indebtedness being Refinanced. Notwithstanding the foregoing, the principal amount of any Indebtedness incurred to Refinance other Indebtedness, if incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the Spot Currency Exchange Rate that is in effect on the date of such Refinancing.

(e) With respect to the provisions of this Agreement (A) that require newly incurred or issued Indebtedness or Capital Stock (or Indebtedness or Capital Stock that is proposed to be incurred or issued) to have a maturity not earlier than the Latest Maturity Date (or not earlier than ninety-one (91) days after the Latest Maturity Date) and/or to have Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of existing Term Loans having the Latest Maturity Date or (B) that otherwise refer to the Latest Maturity Date in respect of any such incurrence or issuance (or proposed incurrence or issuance), such provisions shall be deemed to refer to the Latest Maturity Date in effect at the time such Indebtedness or Capital Stock is incurred or issued.

SECTION 2. AMOUNT AND TERMS OF CREDIT

2.1 The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Initial Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Initial Term Loan” and, collectively, the “Initial Term Loans”) to the Borrower, which Term Loans (i) shall be incurred pursuant to a single drawing on the Closing Date, (ii) shall be denominated in Dollars, (iii) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shall be made by each such Lender in that aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender on the Closing Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term Loans incurred hereunder may not be reborrowed.

(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, an “Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower (provided that the amount of Initial Revolving Loans made on the Closing Date shall not exceed $5,000,000 (exclusive of any Letter of Credit Outstandings) plus an additional amount as may be necessary for the Borrower to fund the payment of certain original issue discount or upfront fees payable under the Commitment Letter and Fee Letter and/or the Senior Notes (it being understood that any Borrowing of Initial Revolving Loans to fund such additional amount shall be without duplication of any increase in the Initial Term Loan Commitments to fund such amount made prior to the Closing Date)), which Initial Revolving Loans (i) may be made in Dollars or an Alternate Currency, (ii) except as provided herein,

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shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, LIBOR Loans or, in the case of Alternate Currency Loans, other Fixed Rate Loans; provided that (A) except as otherwise specifically provided in Section 2.11(b), all Initial Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) Base Rate Loans shall only be available in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time.

(c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.1(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to a Revolving Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by Collateralizing such Defaulting Lender’s RL Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”), and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.

(d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.1(f) or upon the exercise of any of the remedies provided in Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each such Revolving Lender’s RL Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of

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Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three (3) days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

2.2 Minimum Amount of Each Borrowing. The aggregate principal amount of each Borrowing of Loans under a respective Tranche shall not be less than the Minimum Borrowing Amount applicable to such Tranche. More than one Borrowing may occur on the same date, but at no time shall there be outstanding more than ten (10) Borrowings of Fixed Rate Loans in the aggregate for all Tranches of Loans.

2.3 Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) LIBOR Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three (3) Business Days’ prior notice of each LIBOR Loan to be incurred hereunder, (y) Alternate Currency Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least four (4) Business Days’ prior notice of each Alternate Currency Loan hereunder, and (z) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office notice of each Base Rate Loan to be incurred hereunder on the date of such Borrowing; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (New York City time) on such day (10:00 A.M. (New York City time) in the case of a Base Rate Loan). Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit F, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, (iv) in the case of Revolving Loans, whether such Revolving Loans will be denominated in Dollars or an Alternate Currency (and if an Alternate Currency, which Alternate Currency), (v) whether any Dollar Denominated Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto and (vi) in the case of Alternate Currency Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender that is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

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(b) (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 2:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing.

(ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.1(d).

(c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

2.4 Repayment of Loans.

(a) The principal amount of the Initial Term Loans of each Term Lender shall be repaid (i) on each Quarterly Payment Date, commencing with the last Business Day of March 2013, in an amount equal to 0.25% of the aggregate principal amount of the Term Loans incurred on the Closing Date and (ii) (subject to a Permitted Amendment) on the Term Loan Maturity Date, in an amount equal to the aggregate principal amount outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b) To the extent not previously paid, (i) each Incremental Term Loan shall be due and payable on the Incremental Term Loan Maturity Date applicable to such Incremental Term Loan and (ii) each Other Term Loan shall be due and payable on the Maturity Date of such Other Term Loan set forth in the Refinancing Amendment applicable thereto.

(c) The Borrower shall repay all of its outstanding Initial Revolving Loans on the Revolving Loan Maturity Date, together with accrued and unpaid interest on the Revolving Loans, to but excluding the date of payment. The Borrower shall repay all outstanding Swingline Loans on the Swingline Expiry Date, together with accrued and unpaid interest on the Swingline Loans, to but excluding the date of payment.

(d) The Borrower shall repay all of its outstanding (i) Incremental Revolving Loans on the Incremental Revolving Loan Maturity Date, together with accrued and unpaid interest on the Incremental Revolving Loans, to but excluding the date or payment and (ii) Other Revolving Loans on the Maturity Date set forth in the Refinancing Amendment applicable thereto, together with accrued and unpaid interest on Other Revolving Loans, to but excluding the date or payment.

(e) The Borrower shall repay all of its outstanding Alternate Currency Loans on the applicable Maturity Date with respect to such Alternate Currency Loan, together with accrued and unpaid interest thereon, to and excluding the date of payment in the Alternate Currency applicable to such Loan.

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2.5 Disbursement of Funds. Not later than 2:00 P.M. (New York City time), except in the case of Alternate Currency Loans, not later than 10:00 A.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, not later than 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.3(b)(i) or (y) in the case of Mandatory Borrowings, not later than 2:00 P.M. (New York City time) on the date specified in Section 2.1(d)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.8) of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in Dollars or an Alternate Currency, as applicable, and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory Borrowing, make available to the Borrower at the Payment Office, or to such other account as either Holdings or the Borrower may specify in writing prior to the Closing Date, the aggregate of the amounts so made available by the Lenders; provided that if, on the date of a Borrowing of Revolving Loans (other than a Mandatory Borrowing), there are Unpaid Drawings or Swingline Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Unpaid Drawings with respect to Letters of Credit, second, to the payment in full of any such Swingline Loans, and third, to the Borrower as otherwise provided above. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three (3) days and at the interest rate otherwise applicable to such Loans for each day thereafter (or, in the case of Sterling Denominated Loans or Euro Denominated Loans, the cost to the Administrative Agent of acquiring overnight funds in Pounds Sterling or Euros as the case may be) and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.9. Nothing in this Section 2.5 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

2.6 Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit G, with blanks appropriately completed in conformity herewith (each, a “Term Note” and, collectively, the “Term Notes”), (ii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iii) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit I, with blanks appropriately completed in conformity herewith (the “Swingline Note”).

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(b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans.

(c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders, which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Loan Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

2.7 Conversions/Continuation. (a) The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Denominated Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.7) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided that (i) except as otherwise provided in Section 2.11(b), LIBOR Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.7 shall result in a greater number of Borrowings of Fixed Rate Loans than is permitted under Section 2.2.

(b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 2.10, of the length of the next Interest Period to be applicable to such Loans; provided that to the extent the Required Lenders provide written notice thereof to the Borrower, no LIBOR Loan may be continued as such when any Event of Default has occurred and is continuing; provided further that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(c) Each such conversion or continuation pursuant to this Section 2.7 shall be effected by the Borrower by giving the Administrative Agent at the Notice Office at least (x) in the case of conversions or continuations of Base Rate Loans into LIBOR Loans, three (3) Business Days’ prior notice, (y) in the case of conversions or continuations of LIBOR Loans into Base Rate Loans, notice on the date of such conversion and (z) in the case of conversions or continuations of or into Alternate Currency Loans, four (4) Business Days’ prior notice of such conversion or continuation; provided that, (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (10:00 A.M. (New York City time) in the case of

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conversions or continuations of LIBOR Loans into Base Rate Loans) (each such notice, a “Notice of Conversion/Continuation”), in each case in the form of Exhibit J, appropriately completed to specify the Loans to be so converted or continued, the Borrowing or Borrowings pursuant to which such Loans were incurred and, if to be converted or continued into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion or continuation affecting any of its Dollar Denominated Loans.

(d) If by 1:00 P.M. (New York City time) on the third Business Day prior to the expiration of any Interest Period applicable to a Borrowing of Fixed Rate Loans, the Borrower has failed to elect, or is not permitted to elect, a new Interest Period to be applicable to such Fixed Rate Loans as provided above, the Borrower shall be deemed to have elected (x) if LIBOR Loans, to convert such LIBOR Loans into Base Rate Loans and (y) if Alternate Currency Loans, to select a one-month Interest Period for such Alternate Currency Loans, in each case effective as of the expiration date of such current Interest Period.

2.8 Pro Rata Borrowings. All Borrowings of Term Loans and Revolving Loans under this Agreement shall be incurred from the Lenders pro rata on the basis of their Term Loan Commitments or Revolving Loan Commitments, as the case may be; provided that all Mandatory Borrowings shall be incurred from the Revolving Lenders pro rata on the basis of their RL Percentages. It is understood that no Lender shall be responsible for any default by any other Lender of its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

2.9 Interest. (a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Dollar Denominated Loan maintained as a Base Rate Loan from the date of Borrowing thereof until the earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such Base Rate Loan to a LIBOR Loan pursuant to Section 2.7 or 2.10, as applicable, at a rate per annum which shall be equal to the sum of the relevant Applicable Margin plus the Base Rate, each as in effect from time to time.

(b) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Dollar Denominated Loan maintained as a LIBOR Loan from the date of Borrowing thereof until the earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such LIBOR Loan to a Base Rate Loan pursuant to Section 2.7, 2.10 or 2.11, as applicable, at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the relevant Applicable Margin as in effect from time to time during such Interest Period plus the LIBOR Rate for such Interest Period.

(c) The Borrower hereby agrees to pay interest in respect of the unpaid principal amount of each Alternate Currency Loan made to it from the date of Borrowing thereof until the maturity thereof (whether by acceleration, prepayment or otherwise) at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the relevant Applicable Margin as in effect from time to time plus the applicable Fixed Rate for such Interest Period plus any Mandatory Costs (if applicable).

(d) Overdue principal shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate then borne by such Loans. All other overdue amounts (including, to the extent permitted by law, overdue interest) payable hereunder and under any other Loan Document shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate applicable to Dollar Denominated Revolving Loans that are maintained as Base Rate Loans from time to time. Interest that accrues under this Section 2.9(d) shall be payable on demand.

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(e) Accrued (and theretofore unpaid) interest shall be payable (i) in respect of each Base Rate Loan, quarterly in arrears on each Quarterly Payment Date, and (ii) in respect of each Fixed Rate Loan, (x) on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three (3) months, on each date occurring at three (3) month intervals after the first day of such Interest Period, and (y) on the date of any repayment or prepayment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

(f) Upon each Interest Determination Date, the Administrative Agent shall determine the Fixed Rate for each Interest Period applicable to the respective Fixed Rate Loans and shall promptly notify the Borrower and the Lenders thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.

2.10 Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of, or conversion into, any Fixed Rate Loan (in the case of the initial Interest Period applicable thereto) or prior to 1:00 P.M. (New York City time) on the third Business Day prior to the expiration of an Interest Period applicable to such Fixed Rate Loan (in the case of any subsequent Interest Period), the Borrower shall have the right to elect the interest period (each, an “Interest Period”) applicable to such Fixed Rate Loan, which Interest Period shall, at the option of the Borrower, be a one (1), two (2), three (3), six (6) or, to the extent approved by each Lender with Loans and/or Commitments under the relevant Tranche, nine (9) or twelve (12) month period or any shorter period; provided that (in each case):

(A) all Fixed Rate Loans comprising a Borrowing shall at all times have the same Interest Period;

(B) the initial Interest Period for any Fixed Rate Loan shall commence on the date of Borrowing of such Fixed Rate Loan (including, in the case of a LIBOR Loan, the date of any conversion thereto from a Base Rate Loan) and each Interest Period occurring thereafter in respect of such Fixed Rate Loan shall commence on the day on which the next preceding Interest Period applicable thereto expires;

(C) if any Interest Period for a Fixed Rate Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

(D) if any Interest Period for a Fixed Rate Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period for a Fixed Rate Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(E) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the Maturity Date for such Tranche of Loans; and

(F) no Interest Period in respect of any Borrowing of Term Loans shall be selected which extends beyond any date upon which a mandatory repayment of such Term Loans will be required to be made under Section 2.4(a), if the aggregate principal amount of such Term Loans that have Interest Period that will expire after such date will be in excess of the aggregate principal amount of such Term Loans, as the case may be, then outstanding less the aggregate amount of such required repayment.

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2.11 Increased Costs, Illegality, etc. (a) Subject to clause Section 2.11(b), in the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (A) below, may be made only by the Administrative Agent):

(A) on any Interest Determination Date that, by reason of any changes arising after the Closing Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the relevant Fixed Rate; or

(B) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan because of (x) any change since the Closing Date in any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR Rate or a change in the basis of taxation with respect to payments to a Lender of principal of or interest on the Loans or any other amounts payable hereunder and/or (y) other circumstances arising since the Closing Date affecting such Lender, the interbank market or the position of such Lender in such market (including that the Fixed Rate with respect to such Fixed Rate Loan does not adequately and fairly reflect the cost to such Lender of funding such Fixed Rate Loan); or

(C) at any time, that the making or continuance of any Fixed Rate Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the applicable interbank market; or

(D) at any time that the respective Alternate Currency is not available in sufficient amounts to fund any Borrowing of such Alternate Currency Loans requested pursuant to Section 2.1;

then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (A) or (D) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and, except in the case of clauses (A) and (D) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (w) in the case of clause (A) above, (i) in the event LIBOR Loans are so affected, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to LIBOR Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower and (ii) in the event that any Alternate Currency Loans are so affected, the relevant Fixed Rate shall be determined on the basis provided in the proviso to the definition of the relevant Fixed Rate, (x) in the case of clause (B) above, the Borrower agrees to pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine after consultation with the Borrower) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall,

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absent manifest error, be final and conclusive and binding on all the parties hereto), (y) in the case of clause (C) above, the Borrower shall take one of the actions specified in Section 2.11(b) as promptly as possible and, in any event, within the time period required by law and (z) in the case of clause (D) above, Alternate Currency Loans (exclusive of any such Alternate Currency Loans which have theretofore been funded) shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing given by the Borrower with respect to such Alternate Currency Loans which have not been incurred shall be deemed rescinded by the Borrower.

(b) Notwithstanding anything to the contrary in this Agreement (including, without limitation, the circumstances described in Sections 2.11(a)(A), (B)(y), C(z) and (D)), reimbursement pursuant to this Section 2.11 for increased costs arising from any market disruption (i) shall be limited to circumstances generally affecting the banking market and (ii) may only be requested by Lenders representing the Required Facility Lenders with respect to the applicable Facility.

(c) At any time that any Fixed Rate Loan is affected by the circumstances described in Section 2.11(a)(B), the Borrower may, and in the case of a Fixed Rate Loan affected by the circumstances described in Section 2.11(a)(C), the Borrower shall, either (x) if the affected Fixed Rate Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.11(a)(B) or (C) or (y) if the affected Fixed Rate Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, (i) in the case of a LIBOR Loan, require the affected Lender to convert such LIBOR Loan into a Base Rate Loan and (ii) in the case of any Fixed Rate Loan (other than a LIBOR Loan), repay all outstanding Borrowings which include such affected Fixed Rate Loans in full in accordance with the applicable requirements of Section 5.1; provided that (A) if the circumstances described in Section 2.11(a)(C) apply to any Alternate Currency Loan, the Borrower may, in lieu of taking the actions described above, maintain such Alternate Currency Loan outstanding, in which case the applicable Fixed Rate shall be determined on the basis provided in the definition of the relevant Fixed Rate, unless the maintenance of such Alternate Currency Loan outstanding on such basis would not stop the conditions described in Section 2.11(a)(C) from existing (in which case the actions described above, without giving effect to the proviso, shall be required to be taken) and (B) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.11(c).

(d) If any Lender determines that after the Closing Date the introduction of or any change in any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, or any change in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then the Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s determination of compensation owing under this Section 2.11(d) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.11(d), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish a Borrower’s obligations to pay additional amounts pursuant to

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this Section 2.11(d) upon the subsequent receipt of such notice. For the avoidance of doubt, nothing in this Section 2.11(d) shall require a Borrower to pay to any Lender any amount for which such Lender is compensated by way of payment of Mandatory Costs.

(e) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Alternate Currency Loans or any category of liabilities which includes deposits by reference to which the interest rate on any Alternate Currency Loan is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in the calculation of the interest rate applicable to such Alternate Currency Loans or in Section 2.11(a)(B), such Lender shall promptly notify the Borrower in writing specifying the additional amounts required to indemnify such Lender against the actual cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrower (in the case of Loans owing by it and, in each case, denominated in an Alternate Currency) shall pay to such Lender such specified amounts as additional interest at the time that the Borrower is otherwise required to pay interest in respect of such Alternate Currency Loan or, if later, on written demand therefor by such Lender.

(f) Notwithstanding anything in this Agreement to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking supervision (or any successor or similar authority) of the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change after the Closing Date in a Requirement of Law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 2.11 and Section 3.6).

(g) For the avoidance of doubt, this Section 2.11 shall not apply to any Taxes.

2.12 Compensation. Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, setting forth in reasonable detail the basis for calculating such compensation, the Borrower shall promptly (but in any event within ten days) after such demand compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of (a) any continuation, conversion, payment or prepayment of any Fixed Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Fixed Rate Loan on the date or in the amount notified by the Borrower; or (c) on a day other than the last day of the Interest Period therefor, including, in each case, any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained; provided that, for the avoidance of doubt, the Borrower shall not be obligated to compensate any Lender under this Section for any loss of anticipated profits in respect of any of the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section, each Lender shall be deemed to have funded each Fixed Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Fixed Rate Loan was in fact so funded. Without limiting the foregoing, in connection with each request for compensation by any Lender the Borrower shall also pay such Lender with respect to each affected Fixed Rate Loan customary administrative fees requested by such Lender in an amount not to exceed $250 per such Fixed Rate Loan.

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2.13 Change of Lending Office. Each Lender agrees that on the occurrence of any event giving rise to the operation of Section 2.11(a)(B) or (C), Section 2.11(d), Section 3.6 or Section 5.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no legal, regulatory or unreimbursed economic disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 2.13 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.11, 3.6 and 5.5.

2.14 Replacement of Lenders. (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of any event giving rise to the operation of Section 2.11(a)(B) or (C), Section 2.11(d), Section 3.6 or Section 5.5 with respect to any Lender which results in the Borrower being required to pay additional amounts to such Lender or such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement that has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(a) but has not been consented to by one or more other Lenders whose consent is required (a “Proposed Modification”), the Borrower shall have the right, in accordance with Section 13.4, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of which shall be reasonably acceptable to the Administrative Agent or, in the case of a replacement as provided in Section 13.12 where the consent of the respective Lender is required with respect to less than all Tranches of its Loans or Commitments, to replace the Commitments and/or outstanding Loans of such Lender in respect of each Tranche where the consent of such Lender would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Lender; provided that:

(i) at the time of any replacement pursuant to this Section 2.14, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.4 (and with all fees payable pursuant to said Section 13.4 to be paid by the Replacement Lender and/or the Borrower (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall consent to the Proposed Modification and acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in Letter of Credit Outstandings and/or (b) the outstanding Term Loans of any Tranche, the outstanding Term Loans of the respective Tranche or Tranches with respect to which such Lender is being replaced) of, and in each case (except for the replacement of only the outstanding Term Loans of any or all Tranches of Term Loans of the respective Lender) all participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced, (B) an amount equal to all Unpaid Drawings (unless there are no Unpaid Drawings with respect to the Tranche being replaced) that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender (but only with respect to the relevant Tranche, in the

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case of the replacement of less than all Tranches of Loans then held by the respective Replaced Lender) pursuant to Section 4.1, (y) except in the case of the replacement of only the outstanding Term Loans of one or more Tranches of a Replaced Lender, each Issuing Lender an amount equal to such Replaced Lender’s RL Percentage of any Unpaid Drawing relating to Letters of Credit issued by such Issuing Lender (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender and (z) in the case of any replacement of Revolving Loan Commitments, the Swingline Lender an amount equal to such Replaced Lender’s RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender; and

(ii) all obligations of any Loan Party then owing to the Replaced Lender (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.12 or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Lender which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Lender concurrently with such replacement.

Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.14, the Administrative Agent shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.14 and Section 13.4. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Lender shall become a Lender hereunder and, unless the respective Replaced Lender continues to have outstanding Term Loans and/or a Revolving Loan Commitment hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.11, 2.12, 3.6, 5.5, 12.6, 13.1 and 13.6), which shall survive as to such Replaced Lender and (y) except in the case of the replacement of only outstanding Term Loans pursuant to this Section 2.14, the RL Percentages of the Lenders shall be automatically adjusted at such time to give effect to such replacement.

2.15 Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), (i) request one or more additional tranches of term loans (the commitments thereof, the “Incremental Term Loan Commitment”, the loans thereunder, the “Incremental Term Loans” and a Lender making such loans, an “Incremental Term Lender”) or (ii)(A) request one or more increases in the amount of the Revolving Loan Commitments (any such increase or new commitment, a “Revolving Loan Commitment Increase”) and/or (B) the establishment of one or more new Revolving Loan Commitments (any such new commitment, a “New Revolving Loan Commitment” and, together with Revolving Loan Commitment Increases, the “Incremental Revolving Loan Commitments” and, such loans thereunder, the “Incremental Revolving Loans” and, a Lender making such a commitment, an “Incremental Revolving Lender”); provided that:

(i) The aggregate amount of Incremental Term Loans and Incremental Revolving Loan Commitments incurred during the term of this Agreement shall not exceed the Maximum Incremental Facilities Amount;

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(ii) No Person shall be an obligor under any Incremental Facility that is not a Loan Party with respect to all Loans and Commitments,

(iii) Both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and be continuing at the time that any such Incremental Term Loan is made and (and after giving effect thereto) no Event of Default shall exist;

(iv) Incremental Term Loans or Incremental Revolving Loan Commitments may be denominated in Dollars or an Alternate Currency (it being understood that any such Incremental Term Loan or Incremental Revolving Loan Commitment may be utilized in Available Currencies as and to the extent provided in the applicable Incremental Amendment which are acceptable to the Administrative Agent and the Lenders providing such Incremental Term Loans or Incremental Revolving Loan Commitments);

(v) The Borrower shall be in compliance with the Financial Covenant determined on a Pro Forma Basis as of the end of the most recently completed Test Period for which the financial statements and certificates required by Section 8.1(a) or (b), as the case may be, have been delivered (or were required to be delivered), in each case, as if such Incremental Term Loans or Incremental Revolving Loan Commitments, as applicable, had been outstanding and fully borrowed throughout such period; provided that for purposes of determining compliance with the Financial Covenant under this clause (v), the Net Cash Proceeds actually received by any Loan Party in respect of such Incremental Facility shall not be included as cash or Cash Equivalents for purposes of clause (ii) of the definition of “Total Net Secured Leverage Ratio”;

(vi) The Incremental Term Loans and Incremental Revolving Loans shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;

(vii) The Incremental Term Loans and the Incremental Revolving Loans shall not mature earlier than the Latest Maturity Date;

(viii) The Incremental Term Loans shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of existing Term Loans (including Incremental Term Loans) having the Latest Maturity Date (except by virtue of amortization of or prepayment of the Term Loans prior to such date of determination;

(viii) (A) the amortization schedule applicable to any such Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Term Lenders and (y) any such Incremental Revolving Loan Commitment shall not have amortization or scheduled mandatory commitment reductions (other than at the maturity thereof);

(ix) Any Revolving Loan Commitment Increases shall be subject to the terms and conditions applicable to Revolving Loans in this Agreement and each other Loan Document; provided that Sections 9.1, 11.1(c)(ii) and 11.2(b) and the definition of “Compliance Date” shall only apply to Incremental Revolving Lenders to the extent set forth in the applicable Incremental Amendment; provided further that Incremental Revolving Lenders shall not have rights in respect of Sections 9.1, 11.1(c) and 11.2(b) or the definition of “Compliance Date” that exceed their pro rata portion of Revolving Loan Commitments (including all Revolving Loan Commitment Increases) or Revolving Extensions of Credit (including all Revolving Extensions of Credit made pursuant to any Revolving Loan Commitment Increases).

(x) the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loan Commitments made hereunder shall be determined by the Borrower and the Incremental Term Lenders and/or the Incremental Revolving Lenders; provided that, with respect to any Incremental Amendment entered into after the Closing Date, if the All-In Yield with respect to the Incremental Term Loans and/or Incremental Revolving Loan Commitments made thereunder (as determined by the Borrower and the applicable Incremental Term Lenders and/or Incremental Revolving Lenders) exceeds the All-In Yield with respect to the existing Term Loans or Revolving Commitments, as the case may be, by more than 25 basis points (the amount of such excess above 25 basis points being referred to herein as the “Incremental Yield Differential”), then, upon the effectiveness of such Incremental Amendment, the Applicable Margin then in effect for Term Loans and/or Revolving Commitments, as applicable, shall automatically be increased by the Incremental Yield Differential.

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(b) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Commitment. Except as provided above, all terms and documentation with respect to Incremental Term Loans and New Revolving Loan Commitments that (i) are not consistent with or materially more restrictive on Holdings and its Restricted Subsidiaries (when taken as a whole) than those with respect to any other Loans under the Facility or (ii) relate to provisions of a mechanical (including with respect to Collateral and currency mechanics) or administrative nature, shall be reasonably satisfactory to the Administrative Agent.

(c) Incremental Term Loans may be made and Incremental Revolving Loan Commitments may be provided, by any existing Lender or any Additional Lender (provided that no Lender shall be obligated to make a portion of any Incremental Term Loan or to provide a portion of any Incremental Revolving Loan Commitment), in each case on terms permitted in this Section 2.15; provided that the Administrative Agent and, in respect any Incremental Revolving Loan Commitments, the Issuing Lender and Swingline Lender shall have consented to such Lender’s making such Incremental Term Loans or providing such Incremental Revolving Loan Commitments if such consent would be required under Section 13.4 for an assignment of Loans or Revolving Loan Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Incremental Revolving Loan Commitments shall become Commitments (or in the case of a Revolving Loan Commitment Increase to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Loan Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, U.S. Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Sections 7.2(a) through (c) (it being understood that all references to the date of such extension of credit or similar language in such Section 7.2(b) and (unless waived by the Additional Lender) Section 7.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Loan Commitments for any purpose not prohibited by this Agreement.

(d) Upon each increase in the Revolving Loan Commitments pursuant to this Section 2.15, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Loan Commitment Increase (each a “Revolving Loan Commitment Increase Lender”) in respect of such increase, and each

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such Revolving Loan Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Loan Commitment Increase Lender) will equal the percentage of the aggregate Revolving Loan Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Loan Commitment and if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Loan Commitment Increase either be prepaid from the proceeds of additional Revolving Loans made hereunder or assigned to a Revolving Loan Commitment Increase Lender (in each case, reflecting such increase in Revolving Loan Commitments, such that Revolving Loans are held ratably in accordance with each Revolving Lender’s pro rata share, after giving effect to such increase), which prepayment or assignment shall be accompanied by accrued interest on the Revolving Loans being prepaid. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(e) Notwithstanding anything to the contrary in this Agreement, this Section 2.15 shall supersede any provisions in Sections 2.8 and 13.12 to the contrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendment.

2.16 Loan Modification Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower; provided that (i) any such offer shall be made by the Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (iv) in the case of any Permitted Amendment relating to the Revolving Loan Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that notwithstanding anything to the contrary, (1) assignments and participations of Specified Classes shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Loans set forth in Section 13.4, and (2) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

(b) A Permitted Amendment shall be effected pursuant to an amendment to this Agreement (a “Loan Modification Agreement”) executed and delivered by the Borrower, each applicable

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Accepting Lender and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. No Loan Modification Agreement shall provide for any extension of a Specified Class in an aggregate principal amount that is less than (i) in the case of Revolving Loan Commitments, $10,000,000 and (ii) in the case of Term Loans, $75,000,000. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.16, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that no Loan Modification Agreement may provide for (i) any Specified Class to be secured by any Collateral or other assets of any Loan Party that does not also secure the Loans and (ii) so long as any Loans are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Loans on a pro rata basis; provided further that in the case of any Loan Modification Offer relating to Revolving Loan Commitments or Revolving Loans, except as otherwise agreed to by each Issuing Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued Letter of Credit as between the commitments of such new “Class” and the remaining Revolving Loan Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Revolving Loan Commitments and (ii) the Revolving Loan Maturity Date may not be extended without the prior written consent of each Issuing Lender.

(c) Subject to Section 2.16(b), the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Loan Modification Agreement that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Loans of any or all applicable Classes be extended.

(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.16 shall supersede any provisions in Sections 2.8 and 13.12 to the contrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendment.

2.17 Defaulting Lender. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:

(a) if any Swingline Loans are outstanding or any Letter of Credit Outstandings exist at the time when a Revolving Lender becomes a Defaulting Lender then:

(i) all or any part of the participating risk in such Swingline Loans and Letter of Credit Outstandings shall be reallocated among the Revolving Lenders that are Non-Defaulting Revolving Lenders pro rata in accordance with their respective RL Percentage but only to the extent (x) the sum of all Revolving Extensions of Credit of all Revolving Lenders that are Non-Defaulting Revolving Lenders does not exceed the aggregate amount of all Revolving Loan Commitments of all Non-Defaulting Revolving Lenders, (y) immediately following the reallocation to a Revolving Lender that is a Non-Defaulting Lender, the Revolving Extensions of Credit of such Revolving Lender do not exceed its Revolving Loan Commitment at such time and (z) the conditions set forth in Section 7.2 are satisfied at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swingline Loans and (y) second, Collateralize in a manner reasonably satisfactory to the applicable Issuing Lender such Defaulting Lender’s RL Percentage of all Letter of Credit Outstandings (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as such Letter of Credit Outstandings exist;

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(iii) the Borrower shall not be required to pay any Letter of Credit Fees to such Defaulting Lender pursuant to Section 4.1(b) with respect to such Defaulting Lender’s RL Percentage of Letter of Credit Outstandings;

(iv) if the participating risk in Letter of Credit Outstandings of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.17(a), then the Letter of Credit Fees payable to the Revolving Lenders pursuant to Section 4.1(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ RL Percentages; and

(v) if any Defaulting Lenders’ RL Percentage of Letter of Credit Outstandings is neither Collateralized nor reallocated pursuant to this Section 2.17(a), then, without prejudice to any rights or remedies of any Issuing Lender or any Revolving Lender hereunder, all Letter of Credit Fees payable under Section 4.1(b) with respect to such Defaulting Lender’s RL Percentage of Letter of Credit Outstandings shall be payable to each Issuing Lender until such portion of such Letter of Credit Outstandings is Collateralized and/or reallocated.

(b) Notwithstanding anything to the contrary contained in Section 2.1(c) or Section 3, so long as any Revolving Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Lender shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Loan Commitments of the Non-Defaulting Lenders and/or collateral has been provided by the Borrower in accordance with Section 2.17(a), and (ii) for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans and Letters of Credit pursuant to Section 2.1(c) and Section 3, the pro rata share of each non-Defaulting Lender shall be computed without giving effect to the Revolving Loan Commitment of such Defaulting Lender; provided that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Loan Commitment of such non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Loans of such Lender; provided further that in the event non-Defaulting Lenders’ obligations to acquire, refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, refinance or fund participations in Letters of Credit.

(c) In the event that the Administrative Agent, the Borrower, each Issuing Lender and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Revolving Lender to be a Defaulting Lender, then (i) the risk participations in Swingline Loans and Letter of Credit Outstandings of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Loan Commitments and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its RL Percentage and (ii) so long as no Event of Default then exists, all funds held as cash collateral pursuant to the Letter of Credit Back-Stop Arrangements shall thereafter be promptly returned to the respective Borrower. If the Revolving Loan Commitments have been terminated, all other Obligations have been paid in full and no Letters of Credit are outstanding, then, so long as no Event of Default then exists, all funds held as cash collateral pursuant to the Letter of Credit Back-Stop Arrangements and the Swingline Back-Stop Arrangements shall thereafter be promptly returned to the respective Borrower.

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(d) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.2 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to each Issuing Lender or the Swingline Lender hereunder; third, to Cash Collateralize each Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.17(a)(ii); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize each Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.17(a)(ii); sixth, to the payment of any amounts owing to the Lenders, each Issuing Lender or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Lender or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.2 were satisfied and waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect to Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations with respect to Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.17(a)(i). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(d)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(ii) No Defaulting Lender shall be entitled to receive any fee pursuant to Section 4.1(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender); provided that such Defaulting Lender shall be entitled to receive fees pursuant to Section 4.1(c) for any period during which that Lender is a Defaulting Lender only to extent allocable to its pro rata share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.17(a).

(iii) With respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to Section 2.17(a)(i), (y) pay to each Issuing Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to each Issuing Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

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(e) If the Borrower, the Administrative Agent and the Swingline Lender and each Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving effect to Section 2.17(a)(i)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

2.18 Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Debt in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Loan Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that, in addition to the other conditions set forth in the definition thereof, such Credit Agreement Refinancing Debt:

(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;

(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof;

(iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Loans Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced;

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(iv) subject to clause (ii) above, will have terms and conditions that are either (x) substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Credit Agreement Refinancing Debt than, the Refinanced Debt; and

(v) the proceeds of such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Loans Commitments being so refinanced (and repayment of Revolving Loans outstanding thereunder);

provided further that the terms and conditions applicable to such Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 7.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 7.1. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary of Holdings, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments subject to the approval of the Issuing Lender.

(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).

(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of the Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Loan Maturity Date shall be reallocated from Lenders holding Revolving Loans Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding revolving commitments, be deemed to be participation interests in respect of such revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

Notwithstanding anything to the contrary in this Agreement, this Section 2.18 shall supersede any provisions in Sections 2.8 and 13.12 to the contrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendment.

SECTION 3. LETTERS OF CREDIT

3.1 Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, the Borrower may request that an Issuing Lender issue, at any time and from time to time on and after the

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Closing Date and before thirty (30) days prior to the Revolving Loan Maturity Date, for the account of the Borrower and for the benefit of (x) any Person, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (y) sellers of goods to the Borrower or any of its respective Restricted Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, together with any Existing Letter of Credit, a “Letter of Credit” and, collectively, the “Letters of Credit”); provided that in respect of this clause (y), neither Barclays Bank PLC nor any of its Affiliates shall be required to issue any such trade letters of credit hereunder. All Letters of Credit shall be denominated in Dollars or an Alternate Currency.

(b) Subject to and upon the terms and conditions set forth herein, each Issuing Lender agrees that it will, at any time and from time to time on and after the Closing Date and before thirty (30) days prior to the Revolving Loan Maturity Date, following its receipt of the respective Letter of Credit Request, issue for account of the Borrower, one (1) or more Letters of Credit as are permitted to remain outstanding hereunder without giving rise to a Default or an Event of Default; provided that no Issuing Lender shall be under any obligation to issue any Letter of Credit of the types described above if at the time of such issuance:

(A) any order, judgment or decree of any Governmental Authority shall purport by its terms to enjoin or restrain such Issuing Lender from issuing such Letter of Credit or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect with respect to such Issuing Lender on the date hereof, or any unreimbursed loss, cost or expense which was not applicable or in effect with respect to such Issuing Lender as of the date hereof and which such Issuing Lender reasonably and in good faith deems material to it; or

(B) such Issuing Lender shall have received from the Borrower, any other Loan Party or the Required Lenders prior to the issuance of such Letter of Credit notice of the type described in the third sentence of Section 3.3(b).

3.2 Maximum Letter of Credit Outstandings; Final Maturities. Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed the lesser of (x) $25,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time, (ii) no Letter of Credit shall be issued in an Alternate Currency the Stated Amount of which, when added to (x) the Letter of Credit Outstandings in respect of Letters of Credit denominated in Alternate Currencies (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time and (y) the aggregate principal amount of Revolving Loans denominated in Alternate Currencies and then outstanding, shall exceed the Foreign Revolving Sublimit and (iii) each Letter of Credit shall by its terms terminate on or before the earlier of (x) the date which occurs twelve (12) months after the date of the issuance thereof or such later date as may be acceptable to the Issuing Lender (although any such standby Letter of Credit may be extendible for successive periods of up to twelve (12) months or such later date as may be acceptable to the Issuing Lender, but, in each case, not beyond the

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third (3) Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (y) three (3) Business Days prior to the Revolving Loan Maturity Date. No Letter of Credit shall be issued in (A) Pounds Sterling, if the Stated Amount of such Letter of Credit, when added to (I) the aggregate amount of all Revolving Loans denominated in Pounds Sterling and (II) the Letter of Credit Outstanding in respect of Letters of Credit issued in Pounds Sterling (exclusive of Unpaid Drawings which are repaid on the date of, and prior to, the issuance of the respective Letter of Credit), exceeds the Pounds Sterling Sublimit and (B) Euros, if the Stated Amount of such Letter of Credit, when added to (I) the aggregate amount of all Revolving Loans denominated in Euros and (B) the Letter of Credit Outstanding in respect of Letters of Credit issued in Euros (exclusive of Unpaid Drawings which are repaid on the date of, and prior to, the issuance of the respective Letter of Credit), exceeds the Euro Sublimit.

3.3 Letter of Credit Requests; Minimum Stated Amount. (a) Whenever the Borrower desires that a Letter of Credit be issued for its account, the Borrower shall give the Administrative Agent and the respective Issuing Lender at least three (3) Business Days’ (or such shorter period as is acceptable to such Issuing Lender) written notice thereof (including by way of facsimile or other electronic means, including pdf). Each notice shall be in the form of Exhibit K, appropriately completed (each, a “Letter of Credit Request”).

(b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower to the Lenders that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.2. Unless the respective Issuing Lender has received notice from the Borrower, any other Loan Party or the Required Lenders before it issues a Letter of Credit that one or more of the conditions specified in Section 7 are not then satisfied, or that the issuance of such Letter of Credit would violate Section 3.2, then such Issuing Lender shall, subject to the terms and conditions of this Agreement, issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender’s usual and customary practices. Upon the issuance of or modification or amendment to any Letter of Credit, each Issuing Lender shall promptly notify the Borrower and the Administrative Agent, in writing of such issuance, modification or amendment and such notice shall be accompanied by a copy of such Letter of Credit or the respective modification or amendment thereto, as the case may be. Promptly after receipt of such notice the Administrative Agent shall notify the Participants, in writing, of such issuance, modification or amendment. On the first Business Day of each week, each Issuing Lender shall furnish the Administrative Agent with a written (including via facsimile) report of the daily aggregate outstandings of Letters of Credit issued by such Issuing Lender for the immediately preceding week. Notwithstanding anything to the contrary contained in this Agreement, in the event that a Lender Default exists with respect to any Revolving Lender, no Issuing Lender shall be required to issue, renew, extend or amend any Letter of Credit, unless such Issuing Lender has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Lender’s risk with respect to each Defaulting Lender’s participation in Letters of Credit issued by such Issuing Lender (which arrangements are hereby consented to by the Lenders), including by Collateralizing each Defaulting Lender’s RL Percentage of the Letter of Credit Outstandings with respect to such Letters of Credit (such arrangements, the “Letter of Credit Back-Stop Arrangements”).

(c) The initial Stated Amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to the respective Issuing Lender.

3.4 Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving Lender, and each such Revolving Lender (in its capacity under this Section 3.4, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such

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Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.14 or 13.4, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.4 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

(b) In determining whether to pay under any Letter of Credit, no Issuing Lender shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit issued by it shall not create for such Issuing Lender any resulting liability to the Borrower, any other Loan Party, any Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(c) In the event that an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower shall not have reimbursed such amount in full to such Issuing Lender pursuant to Section 3.5(a), such Issuing Lender shall promptly notify the Administrative Agent, which shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Lender the amount of such Participant’s RL Percentage of such unreimbursed payment in Dollars (or, in respect of Letters of Credit denominated in an Alternate Currency, such Alternate Currency) and in same day funds. If the Administrative Agent so notifies, prior to 12:00 Noon (New York City time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to the respective Issuing Lender in Dollars (or, in respect of Letters of Credit denominated in an Alternate Currency, such Alternate Currency) such Participant’s RL Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its RL Percentage of the amount of such payment available to respective Issuing Lender, such Participant agrees to pay to such Issuing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Lender at the overnight Federal Funds Rate for the first three (3) days and at the interest rate applicable to Revolving Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any Participant to make available to an Issuing Lender its RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Lender its RL Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Lender such other Participant’s RL Percentage of any such payment.

(d) Whenever an Issuing Lender receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Lender shall pay to each such Participant which has paid its RL Percentage thereof, in Dollars (or, in respect of Letters of Credit denominated in an Alternate Currency, such Alternate Currency) and in same day funds, an amount equal to such Participant’s share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations.

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(e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant.

(f) The obligations of the Participants to make payments to each Issuing Lender with respect to Letters of Credit shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

(A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

(B) the existence of any claim, setoff, defense or other right which Holdings or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between Holdings or any Subsidiary of Holdings and the beneficiary named in any such Letter of Credit);

(C) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or

(E) the occurrence of any Default or Event of Default.

3.5 Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one (1) Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.1(f) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided that to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the first Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.1(f), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.

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(b) The obligations of the Borrower under this Section 3.5 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which Holdings or any Subsidiary of Holdings may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

3.6 Increased Costs. If at any time after the Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit, then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.6, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.6 shall, absent manifest error, be final and conclusive and binding on the Borrower. For the avoidance of doubt, this Section 3.6 shall not apply to any Taxes.

SECTION 4. COMMITMENT FEES; FEES; REDUCTIONS OF COMMITMENTS

4.1 Fees. (a) The Borrower agrees to pay to the Administrative Agent for distribution to each Non-Defaulting Revolving Lender a commitment fee (the “Commitment Fees”) for the period from and including the Closing Date to and including the Revolving Loan Maturity Date (or such earlier date on which the Total Revolving Loan Commitment has been terminated), computed at a rate per annum equal to the rate set forth in the definition of Applicable Margin of the Unutilized Revolving Loan Commitment of such Non-Defaulting Revolving Lender as in effect from time to time. For purposes of computing commitment fees, the Revolving Loan Commitment of any Revolving Lender shall be deemed

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to be used to the extent of the Unutilized Revolving Loan Commitment of the Revolving Loans and L/C Obligations of such Lender (but not to the extent of such Lender’s participations in outstanding Swingline Loans). Accrued Commitment Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the date upon which the Total Revolving Loan Commitment is terminated.

(b) The Borrower agrees to pay to the Administrative Agent for distribution to each Non-Defaulting Revolving Lender (based on each such Revolving Lender’s respective RL Percentage) a fee in respect of each Letter of Credit (the “Letter of Credit Fee”) for the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to the Applicable Margin as in effect from time to time during such period with respect to Revolving Loans that are maintained as LIBOR Loans on the daily Stated Amount of each such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the first day on or after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding.

(c) The Borrower agrees to pay to each Issuing Lender, for its own account, a facing fee in respect of each Letter of Credit issued by it (the “Facing Fee”) for the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to 0.125% or such other amount as may be agreed by the applicable Issuing Lender on the daily Stated Amount of such Letter of Credit. Accrued Facing Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding.

(d) The Borrower agrees to pay to each Issuing Lender, for its own account, upon each payment under, issuance of, or amendment to, any Letter of Credit issued by it, such amount as shall at the time of such event be the administrative charge and the reasonable expenses which such Issuing Lender is generally imposing in connection with such occurrence with respect to letters of credit.

(e) The Borrower agrees to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Lender’s Initial Term Loan and the making of such Lender’s Revolving Loan Commitment, a closing fee (the “Closing Fee”) in an amount equal to (x) 0.50% of the amount of such Lender’s Initial Revolving Loan Commitment on the Closing Date and (y) 4.00% of the stated principal amount of such Lender’s Initial Term Loan made on the Closing Date. Such Closing Fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter and, in the case of the Term Loans, such Closing Fee shall be netted against Term Loans made by such Lender.

(f) The Borrower agrees to pay to the Administrative Agent in Dollars such fees as may be agreed to in writing from time to time by Holdings or any of its Subsidiaries and the Administrative Agent (including, without limitation, all amounts owing under the Agency Fee Letter).

4.2 Voluntary Termination of Unutilized Revolving Loan Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty to terminate the Total Unutilized Revolving Loan Commitment in whole, or reduce it in part, pursuant to this Section 4.2(a), in an integral multiple of $1,000,000 in the case of partial reductions to the Total Unutilized Revolving Loan Commitment; provided that each such reduction shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Revolving Lender. If such notice of prepayment indicates that such

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prepayment is to be funded with the proceeds of a Refinancing of the Facilities (including in the context of a transaction involving a Change of Control), such notice of prepayment may be revoked if such Refinancing is not consummated, subject to payment of any costs referred to in Section 2.12 resulting therefrom.

(b) In the event of certain refusals by a Lender to consent to a Proposed Modification, the Borrower shall have the right, subject to obtaining the consents required by Section 13.12(b), upon three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 2.12 but excluding the payment of amounts owing in respect of Loans of any Tranche maintained by such Lender, if such Loans are not being repaid pursuant to Section 13.12(b)) are repaid concurrently with the effectiveness of such termination (at which time Schedule I shall be deemed modified to reflect such changed amounts) and such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, and at such time, unless the respective Lender continues to have outstanding Term Loans hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 2.11, 2.12, 3.6, 5.5, 12.6, 13.1 and 13.6), which shall survive as to such repaid Lender.

4.3 Mandatory Reduction of Commitments. (a) In addition to any other mandatory commitment reductions pursuant to this Section 4.3, the Initial Term Loan Commitment of each Lender shall terminate in its entirety on the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date).

(b) In addition to any other mandatory commitment reductions pursuant to this Section 4.3, the Total Revolving Loan Commitment shall terminate in its entirety on, as applicable, (i) the Revolving Loan Maturity Date, (ii) the Incremental Revolving Loan Maturity Date or (iii) the Maturity Date for any Other Revolving Loan set forth in the Refinancing Amendment applicable thereto.

(c) Each reduction to, or termination of, the Total Revolving Loan Commitment pursuant to this Section 4.3 shall be applied to proportionately reduce or terminate, as the case may be, the Revolving Loan Commitment of each Lender with a Revolving Loan Commitment.

SECTION 5. PREPAYMENTS; PAYMENTS; TAXES

5.1 Voluntary Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty, subject to the requirements of Section 5.1, upon irrevocable notice delivered to the Administrative Agent not later than 12:00 Noon (New York City time) three (3) Business Days prior thereto, in the case of Fixed Rate Loans (other than Alternate Currency Loans), not later than 10:00 A.M. (New York City time) on the date of such payment, in the case of Base Rate Loans, and not later than 12:00 Noon (New York City time) four (4) Business Days prior thereto and in the case of Alternate Currency Loans, which notice shall be in the form of Exhibit O; provided that if a Fixed Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.12; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Facilities (including in the context of a transaction involving a Change of Control), such notice of prepayment may be revoked if such Refinancing is not consummated, subject to payment of any costs referred to in Section 2.12. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is

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given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans, other than in connection with a repayment of all Loans, which shall be paid quarterly in arrears on each Quarterly Payment Date) accrued interest to such date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 5.1(b), if any, and accrued interest. Partial prepayments of Term Loans shall be in an aggregate principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $250,000 and integral multiples of $100,000 in excess of that amount. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $250,000 and in integral multiples of $100,000 in excess of that amount.

(b) If the Borrower (x) prepays, refinances, substitutes or replaces any Term Loans in connection with a Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, then the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (as applicable, the “Prepayment Fees”); provided that the Borrowers shall be subject to the requirements of this Section 5.1(b) only until the date that is the first anniversary of the Closing Date.

(c) In the event of the refusal by a Lender to consent to a Proposed Modification, the Borrower may, upon five (5) Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay such Revolving Loans or Term Loans, as applicable (but, for the avoidance of doubt, not any other Loans (or Tranches) of such Lender that are not proposed to be modified by such Proposed Modification), including all amounts, if any, owing pursuant to Section 2.11, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (c), (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.2(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (c) shall have been obtained. Each prepayment of Term Loans pursuant to this Section 5.1(c) shall reduce the then remaining scheduled repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of each such scheduled repayment of the respective Tranche after giving effect to all prior reductions thereto).

(d) All voluntary prepayments of Term Loans in accordance with this Section 5.1 shall be applied to the remaining amortization payments under the Term Facility as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturity).

5.2 Mandatory Repayments. (a) If any Indebtedness shall be incurred by Holdings or any of its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred in accordance with Section 9.2), concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in this Section 5.2.

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(b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (I) the excess of (i) the applicable ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of long-term Indebtedness, the aggregate amount of all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) and the aggregate amount of all optional prepayments of Term Loans or optional prepayments of Revolving Loans (other than in respect of any Revolving Loans to the extent there is not an equivalent permanent reduction in commitments thereunder) made, in each case, during the Specified Period for such Excess Cash Flow Period minus (II) $5,000,000, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in this Section 5.2; provided that the amount pursuant to this Section 5.2(b) shall not be less than $0. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) not later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the referred to in Section 8.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered and (ii) the date such financial statements are actually delivered.

(c) If on any date Holdings or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event, then such Net Cash Proceeds shall be applied within three (3) Business Days of such date to (A) prepay outstanding Term Loans in accordance with this Section 5.2 and (B) at the Company’s option, permanently prepay (including the cancellation of any revolving commitments thereunder) outstanding Indebtedness incurred pursuant to Section 9.2(c) that is First Priority Credit Agreement Refinancing Debt (the “Other Applicable Indebtedness”); provided that the Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries, to reinvest such Net Cash Proceeds within one (1) year of receipt thereof (or, if later, 180 days after the date the Borrower or a Restricted Subsidiary thereof has entered into a binding commitment to reinvest the Net Cash Proceeds thereof prior to the expiration of such one (1) year period) in assets useful in the business of the Borrower and its Subsidiaries or in connection with a Permitted Acquisition; provided further that any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only (and not in excess of) the extent to that a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof) unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding).

(d) Amounts to be applied in connection with prepayments made pursuant to this Section 5.2 shall be applied, first (if elected by the Borrower), to the next four (4) scheduled installments of principal of any Term Loans on a pro rata basis, second, to the remaining scheduled installments (other than the final installment at maturity) of principal of the any Term Loans on a pro rata basis, third, to the final installment of principal of any Term Loans at maturity on a pro rata basis, fourth, at any time after the Term Loans have been repaid or prepaid in full, to prepay any outstanding Revolving Loans (without reducing the Revolving Loan Commitments, on a pro rata basis) and fifth, as otherwise directed by the Borrower.

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(e) The Borrower shall deliver to the Administrative Agent (who will notify each Lender) notice of each prepayment required under this Section 5.2 not less than three (3) Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Loan (or portion thereof) to be prepaid and (iii) the Type of each Loan being prepaid. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 5.2, a certificate signed by an Authorized Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of the Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 5.2 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower not later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds shall be retained by the Borrower and its Restricted Subsidiaries.

(f) Notwithstanding the foregoing, all amounts to be applied in connection with prepayments pursuant to this Section 5.2 attributable to a Foreign Subsidiary shall be limited to the extent resulting in material adverse tax consequences (as reasonably determined by Holdings) and shall be subject to permissibility under local law of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) (any such limitation, a “Repatriation Limitation”), in each case as set forth in a certificate delivered by an Authorized Officer of Holdings to the Administrative Agent”); provided that (i) Holdings and its Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences or (ii) the proceeds subject to such prepayments are applied to the Indebtedness of the Foreign Subsidiary subject to the Repatriation Limitation to the extent such application does not violate local law or results in material adverse tax or accounting consequences.

(g) With respect to each repayment of Loans required by this Section 5.2, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Fixed Rate Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such Fixed Rate Loans were made; provided that: (i) repayments of Fixed Rate Loans pursuant to this Section 5.2 may only be made on the last day of an Interest Period applicable thereto unless all Fixed Rate Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Fixed Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Fixed Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, (x) in the case of LIBOR Loans, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans and (y) in the case of Alternate Currency Loans, such Borrowing shall be repaid at the end of the then current Interest Period; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion.

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5.3 Repayment of Revolving Excess, etc. In the event the aggregate amount of outstanding Revolving Loans, L/C Obligations then outstanding (calculated, in the case of Revolving Loans and L/C Obligations denominated in an Alternate Currency, at the Dollar Equivalent thereof) and outstanding Swingline Loans exceeds (the “Revolving Excess”) the Total Revolving Loan Commitments then in effect, the Borrower shall immediately repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess; provided that if such Revolving Excess results from fluctuations in the Dollar Equivalent of Revolving Loans and/or Letters of Credit denominated in an Alternate Currency and such Revolving Excess exceeds 5% of the Total Revolving Loan Commitments at such time, such obligation to repay Loans and Collateralize Letters of Credit shall not be effective until five (5) Business Days after the date such Revolving Excess first commenced in an amount greater than 5% of the Total Revolving Loan Commitments (and shall not be required to the extent such Revolving Excess has ceased to exist as a result of fluctuations in currency values).

5.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made to the Administrative Agent for the account of the Lender or Lenders entitled thereto not later than 1:00 P.M. (New York City time) on the date when due and shall be made in Dollars (or, in respect of Obligations denominated in an Alternate Currency, in such Alternate Currency) in immediately available funds at the Payment Office. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension.

5.5 Net Payments. (a) All payments made by or on behalf of a Loan Party hereunder and under any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any Taxes with respect to such payments, unless required by applicable law. If any Indemnified Taxes are so levied or imposed, the Borrower or any Guarantor, if applicable, agrees to pay the full amount of such Indemnified Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note will not be less than the amount provided for herein or in such Note after withholding or deduction for or on account of such Indemnified Taxes. The Loan Parties, if applicable, will furnish to the Administrative Agent within forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or such Guarantor. The Loan Parties shall pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes. The Loan Parties agree to indemnify and hold harmless the Administrative Agent, each Lender and each Issuing Lender, and to reimburse such Person upon its written request, for the amount of any Indemnified Taxes and Other Taxes levied or imposed and paid by such Person.

(b) Without limiting the generality of Section 5.5(c), each Lender, each Issuing Lender and the Administrative Agent (1) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (each, a “Foreign Lender”) agrees to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to deliver to the Borrower) on or prior to the date it becomes a party to this Agreement, one of the following: (i) two accurate and complete original signed copies of IRS Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Person’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note or (ii) if such Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either IRS Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit L (any

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such certificate, a “Non-Bank Certificate”) and (y) two accurate and complete original signed copies of IRS Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note or (2) that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes, agrees to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to the Borrower) on or prior to the date it becomes a party to this Agreement, two accurate and complete original signed copies of IRS Form W-9 certifying to such Person’s entitlement to exemption from United States federal backup withholding, unless such Lender demonstrates that it is treated as an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii). In addition, the Administrative Agent, each Lender and each Issuing Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of IRS Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), Form W-8BEN (with respect to the portfolio interest exemption) and a Non-Bank Certificate, or Form W-9, as the case may be (or any successor forms thereof), in order to confirm or establish its continued entitlement to a complete exemption from United States withholding tax or backup withholding with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent (if applicable) of its inability to deliver any such form or certificate pursuant to this Section 5.5(b) (provided that delivery of such notification shall in no manner affect whether a Tax is an “Excluded Tax”).

(c) If any Lender, any Issuing Lender or the Administrative Agent is entitled to an exemption from or reduction in withholding Tax with respect to payments under this Agreement and any Note, then such Lender or such Issuing Lender and the Administrative Agent agree to deliver to the Borrower and the Administrative Agent such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding.

(d) If a payment made to any Lender, any Issuing Lender or the Administrative Agent under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender, such Issuing Lender or the Administrative Agent, as applicable, were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender, such Issuing Lender and the Administrative Agent, as applicable, shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender, such Issuing Lender and the Administrative Agent have complied with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(e) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting or expanding the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.4(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any

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Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) If the Borrower or any Guarantor pays any additional amount or makes any indemnity payment under this Section 5.5 to a Lender, an Issuing Lender or the Administrative Agent and such Lender, Issuing Lender or the Administrative Agent determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender, Issuing Lender or the Administrative Agent shall pay to the Borrower or applicable Guarantor, as the case may be, an amount that the Lender, Issuing Lender or the Administrative Agent shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by it in such year as a consequence of such Tax Benefit; provided that (i) any Lender, Issuing Lender or the Administrative Agent may determine, in its sole discretion consistent with its policies, whether to seek a Tax Benefit, (ii) any Taxes that are imposed on a Lender, Issuing Lender or the Administrative Agent as a result of a disallowance or reduction of any Tax Benefit with respect to which such Lender, Issuing Lender or the Administrative Agent has made a payment to the Borrower or the Guarantor pursuant to this Section 5.5(e) (and any interest or penalties imposed thereon) shall be treated as a Tax for which the Borrower or applicable Guarantor, as the case may be, is obligated to indemnify such Lender, Issuing Lender or the Administrative Agent pursuant to this Section 5.5 without any exclusions or defenses, (iii) nothing in this Section 5.5(e) shall require any Lender, Issuing Lender or the Administrative Agent to disclose any confidential information to the Borrower or the Guarantor (including, without limitation, its tax returns), and (iv) no Lender, Issuing Lender or the Administrative Agent shall be required to pay any amounts pursuant to this Section 5.5(e) at any time which a Default or Event of Default exists (provided that such amounts shall be credited against amounts otherwise owed under this Agreement by the Borrower or applicable Guarantor).

SECTION 6. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, each Loan Party hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that (provided that the representation and warranty in Section 6.2 shall not be made as of the Closing Date):

6.1 Financial Condition.

(a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at September 30, 2012 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds permitted under Section 8.15 thereof and (iii) the payment of fees and expenses on the Closing Date in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at September 30, 2012 assuming that the events specified in the preceding sentence had actually occurred at such date.

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(b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2011, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on December 31, 2011, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents, any material Guarantee Obligations, contingent liabilities, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

6.2 No Change. After the Closing Date, since December 31, 2011, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

6.3 Existence; Compliance with Law. Each Loan Party (a) is duly organized, validly existing and in good standing (where applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (b) has the power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation, company or other organization and in good standing (where applicable in the relevant jurisdiction) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except in the case of clauses (c) and (d) above, to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.4 Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to execute, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions. This Agreement has been and each other Loan Document upon execution will have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

6.5 Consents. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 6.19. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the Transactions (excluding the Loan Documents), except (i) Governmental Approvals, consents, authorizations, filings

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and notices that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 6.19 and (iii) those, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

6.6 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any material Requirement of Law, any Contractual Obligation of any Group Member that is material to the Group Members, taken as a whole, or the Organizational Documents of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law, any such Organizational Documents or any such Contractual Obligation (other than the Liens created by the Security Documents). The consummation of the Transactions (excluding the Loan Documents) will not (a) violate (x) any Requirement of Law or any Contractual Obligation of any Group Member, except as would not reasonably be expected to have a Material Adverse Effect or (y) the Organizational Documents of any Loan Party and (b) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law, any such Organizational Documents or any such Contractual Obligation (other than the Liens created by the Security Documents).

6.7 Litigation. Except as set forth on Schedule 6.7, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Group Member, threatened by or against any Group Member or against any of their respective properties, assets or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

6.8 [Reserved].

6.9 Ownership of Property; Liens. Each Group Member has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 9.3 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

6.10 Intellectual Property. Except as could not reasonably be expected to have a Material Adverse Effect, the Group Members own, or are licensed to use, all Intellectual Property used in the conduct of the business of the Group Members as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning any Group Member’s use of any Intellectual Property or the validity or effectiveness of any Group Member’s Intellectual Property or alleging that the conduct of any Group Member’s business infringes or violates the rights of any Person, nor does any Group Member know of any valid basis for any such claim except for such claims that could not reasonably be expected to impair or interfere in any material respect with the operations of the business conducted by the Group Members, taken as a whole, or result in a Material Adverse Effect.

6.11 Taxes. Except as, individually or in the aggregate, could not reasonably be expected have a Material Adverse Effect, (a) each Loan Party has filed or caused to be filed all Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority (other than any Taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Loan Party) and (b) no Tax Lien has been filed, and, to the knowledge of any of the Group Members, no claim is being threatened in writing, with respect to any Taxes.

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6.12 Federal Regulations. No Group Member is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for any purpose that violates the provisions of the regulations of the Board.

6.13 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of any Group Member, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.

6.14 ERISA. (a) Except as, individually or in the aggregate, could not reasonably be expected to result in material liability, neither a Reportable Event nor a failure to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA has occurred with respect to any Single Employer Plan or Multiemployer Plan. No Plan has applied for or received a waiver of the minimum funding standard or an extension of any amortization period within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. Each Plan has complied and is in compliance in form and operation with its terms and with the applicable provisions of ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where any failure to comply could not result in any material liability. No determination has been made that any Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA. Except as would not result in any material liability, all contributions required to be made with respect to a Plan have been timely made or have been reflected on the most recent consolidated balance sheet filed prior to the date hereof or accrued in the accounting records of the Borrower. No termination of a Single Employer Plan has occurred, no proceedings have been instituted to terminate or appoint a trustee to administer any Single Employer Plan, and no Lien in favor of the PBGC or a Plan has arisen. There exists no material Unfunded Pension Liability with respect to any Plan. None of any Group Member or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither any Group Member nor any Commonly Controlled Entity would become subject to any material liability under ERISA if any such Group Member or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent and neither any Group Member nor any Commonly Controlled Entity has received any notice, and no Multiemployer Plan has received from any Group Member or any Commonly Controlled Entity any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). Neither any Group Member nor any Commonly Controlled Entity has engaged in a non-exempt prohibited transaction within

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the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to a Plan that has resulted or could reasonably be expected to result in material liability, and none of Holdings, the Borrower, any Subsidiary nor any Commonly Controlled Entity has incurred any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA).

(b) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of any Group Member or any Commonly Controlled Entity, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in material liability.

(c) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as would not reasonably be expected to result in a material liability. All contributions required to be made with respect to a Non-U.S. Plan have been timely made. None of Holdings or any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan.

6.15 Investment Company Act; Other Regulations. No Group Member is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

6.16 Capitalization and Subsidiaries. As of the Closing Date and after giving effect to the Transactions, Schedule 6.16 sets forth the name and jurisdiction of organization of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party. All of the issued and outstanding Capital Stock of the Subsidiaries owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership) duly authorized and issued and are fully paid and non-assessable (in each case, if relevant) free and clear of all Liens (other than Liens created under the Loan Documents and Permitted Liens).

6.17 Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute, or could reasonably be expected to give rise to liability under, any Environmental Law;

(b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability under or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member, nor does any Group Member have knowledge that any such notice will be received or is being threatened;

(c) Materials of Environmental Concern have not been released, transported or disposed of from the Properties in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been released, generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;

(d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Group Member, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the business operated by any

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Group Member, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the business operated by any Group Member, nor, to the knowledge of any Group Member, are there any past or present actions, activities, circumstances, conditions, events or incidents with respect to the Properties or the business operated by any Group Member, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that could form the basis of any such action or order against any Group Member or against any person or entity whose liability for any such action or order any Group Member has retained or assumed either contractually or by operation of law, or otherwise result in any costs or liabilities under Environmental Law; and

(e) the Properties and all operations at the Properties are in compliance with all applicable Environmental Laws.

6.18 Accuracy of Information, etc. No written statement or information (other than the Projections and information of a general economic or general industry nature) concerning any Group Member contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by or on behalf of any Group Member to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading. The projections and pro forma financial information, taken as a whole, contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made and as of the Closing Date (with respect to such projections and pro forma financial information delivered prior to the Closing Date), it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact, forecasts and projections are subject to uncertainties and contingencies, actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount and no assurance can be given that any forecast or projections will be realized.

6.19 Security Documents. (a) Each of the Security Documents is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Capital Stock described in the Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (including any foreign jurisdiction) (“Certificated Securities”), when certificates representing such Capital Stock are delivered to the Administrative Agent, and (ii) the other Collateral not described in clause (i) constituting personal property described in the Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 6.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 6.19(a), as the case may be, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the Liens securing the Obligations). Other than as set forth on Schedule 6.16, as of the Closing Date, none of the Capital Stock of the Borrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security.

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(b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the Liens securing the Obligations. Schedule 6.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries, noting thereon each such property that has a fair market value, in the reasonable opinion of Holdings and as agreed to by the Administrative Agent, in excess of $5,000,000.

6.20 Solvency. Holdings and its Restricted Subsidiaries, on a consolidated basis, are, and after giving effect to the Transactions and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith and the other transactions contemplated hereby and thereby, will be, Solvent.

6.21 Patriot Act; OFAC.

(a) Patriot Act. Each Loan Party is in compliance, in all material respects, with the requirements of the Patriot Act, to the extent applicable.

(b) OFAC. Except as otherwise disclosed to a Governmental Authority, Holdings and its Restricted Subsidiaries, during the last (5) five years, have conducted their export transactions in accordance in all material respects with applicable provisions of U.S. export laws (including the Export Administration Regulations and the regulations administered by the Department of Treasury, Office of Foreign Assets Control (“OFAC”)), and other applicable export laws of the countries where such entity conducts business, and neither Holdings nor any of its Restricted Subsidiaries has received any notices of noncompliance, complaints or warnings with respect to its compliance with such U.S. export laws.

(c) Sanctioned Persons. Neither Holdings nor, to the knowledge of Holdings, any Loan Party or any director, officer, agent, or employee of any Loan Party, is currently subject to any United States sanctions administered by OFAC, and the Loan Parties will not, knowingly, directly or indirectly use the proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any United States sanctions administered by OFAC.

6.22 Status as Senior Indebtedness. The Obligations under the Facilities constitute a “Senior Secured Credit Facility” under the Senior Notes and “senior debt”, “senior indebtedness”, “guarantor senior debt”, “senior secured financing” and “designated senior indebtedness” (or any comparable term) for all Indebtedness (if any) that is subordinated in right of payment to the Obligations.

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6.23 Anti Corruption Laws. Neither Holdings nor, to the knowledge of Holdings, any director, officer, agent, employee or Affiliate of Holdings or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any other applicable anti-corruption laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of the FCPA or any other applicable anti-corruption laws. Holdings and its Subsidiaries and their respective Affiliates have, to the best of their information and belief, during the last five years conducted their businesses in compliance, in all material respects, with applicable anti-corruption laws and the FCPA and will conduct their business in a manner designed to promote and achieve compliance, in all material respects, with such laws and with the representation and warranty contained herein.

SECTION 7. CONDITIONS PRECEDENT

7.1 Conditions to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it under this Agreement on the Closing Date is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

(a) Loan Documents. The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Borrower, Holdings, U.S. Holdings and each Subsidiary Guarantor and each Person listed on Schedule I, (ii) the Security Agreement, executed and delivered by each Loan Party party thereto, (iii) each other Security Document (other than any such documents provided pursuant to Section 8.12) executed and delivered by each Loan Party party thereto and (iv) the perfection Certificate executed and delivered by each Loan Party party thereto.

(b) Transactions. The Acquisition and the Equity Contribution shall have been or, substantially concurrently with the initial borrowing hereunder shall be, consummated in accordance with the terms of the Merger Agreement.

(c) No Indebtedness. After giving effect to the Transactions, Holdings and its Subsidiaries shall have outstanding no Indebtedness (other than the Indebtedness permitted to be outstanding under this Agreement) and the Administrative Agent shall have received reasonably satisfactory evidence of the termination of the Existing Senior Credit Facility and the release of all liens in connection therewith.

(d) Pro Forma Financial Information; Financial Statements. To the extent that Holdings receives such information under the Merger Agreement, the Joint Lead Arrangers shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows related to the Borrower for the three most recently completed fiscal years ended at least ninety (90) days before the Closing Date, (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows related to the Borrower, for each subsequent fiscal quarter ended at least forty five (45) days before the Closing Date; and (c) a pro forma consolidated balance sheet and related pro forma consolidated statements of income of Holdings as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least forty five (45) days before the Closing Date (or, if the most recently completed fiscal period is the end of a fiscal year, ended at least ninety (90) days before the Closing Date), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other statements of income).

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(e) Fees. On the Closing Date, the Joint Lead Arrangers, the Administrative Agent and the Lenders shall have received all costs, fees, expenses (including the reasonable fees and expenses of legal counsel to the Administrative Agent, title premiums, survey charges and recording taxes and fees) and other compensation contemplated by the Commitment Letter and Fee Letter required to be paid to the extent due and to the extent reasonably detailed invoices have been delivered to the Borrower at least three (3) business days prior to the Closing Date.

(f) Closing Certificates; Organizational Documents; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit M, with appropriate insertions and attachments, including certified organizational authorizations, incumbency certifications, the certificate of incorporation or other similar organizational document of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and bylaws or other similar organizational document of each Loan Party certified by an Authorized Officer of such Loan Party as being in full force and effect on the Closing Date, and (ii) a good standing certificate (long form, to the extent available) for each Loan Party from its jurisdiction of organization.

(g) Legal Opinions. The Administrative Agent shall have received a legal opinion of each counsel listed on Schedule 7.1(g), which opinions, in each case, shall be in form and substance reasonably satisfactory to the Administrative Agent.

(h) Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the Certificated Securities pledged pursuant to the Security Documents, together with an undated stock power for each such Certificated Security executed in blank by a duly Authorized Officer of the pledgor thereof, and (ii) each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(i) UCC Financing Statements. All UCC financing statements and filings with the United States Patent and Trademark Office and United States Copyright Office required to be filed in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described in the Security Documents shall have been delivered to the Collateral Agent in proper form for filing.

(j) Solvency Certificate. The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Holdings in the form of Exhibit N.

(k) Patriot Act. The Administrative Agent and the Lenders (to the extent reasonably requested in writing at least ten (10) days prior to the Closing Date) shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act.

(l) Representations and Warranties. (x) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date (except in the case of any Specified Representation that expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be) and (y) the Merger Agreement Representations shall be true and correct on and as of the Closing

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Date; provided that in respect of this clause (y), that to the extent that any of the Company Representations are qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, the definition thereof shall be a Company Material Adverse Effect (as defined in the Merger Agreement and not defined herein) for purposes of any such representations and warranties made or deemed made on, or as of, the Closing Date (or any date prior thereto).

(m) No MAE. Since (i) December 31, 2011 through the date hereof except as disclosed in the Company SEC Documents (as defined in the Merger Agreement) or the Company Disclosure Letter (as defined in the Merger Agreement) and (ii) the date hereof, in each case, there has not been any Company Material Adverse Effect.

Notwithstanding the foregoing, to the extent any Collateral or any security interest therein (other than the pledge and perfection of security interests in the Certificated Securities of any Loan Party (other than Holdings) and other assets pursuant to which a lien may be perfected by the filing of a financing statement under the UCC or customary intellectual property security filings with the United States Patent and Trademark Office and the United States Copyright Office) is not provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or cannot be provided or perfected without undue burden or expense, the provision and/or perfection of such security interests in such Collateral shall not constitute a condition precedent to the availability of any Facility on the Closing Date, but shall be required to be provided and/or perfected within ninety (90) days after the Closing Date (and in any event, in the case of the pledge of and perfection of security interests in Collateral not otherwise required on the Closing Date, subject to extensions granted by the Administrative Agent in its reasonable discretion).

Each borrowing by, and each issuance, renewal, extension, increase or amendment of a Letter of Credit on behalf of, the Borrower hereunder on the Closing Date shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 7.1 have been satisfied.

7.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it on any date (other than its initial extension of credit on the Closing Date) is subject to the satisfaction of the following conditions precedent and, in the case of any incurrence of Revolving Loans or Swingline Loans or request for the issuance of a Letter of Credit on any Compliance Date, the additional condition precedent set forth in Section 7.3:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) on and as of such date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) as of such earlier date.

(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Each borrowing by, and each issuance, renewal, extension, increase or amendment of a Letter of Credit on behalf of, the Borrower hereunder after the Closing Date shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 7.2 have been satisfied.

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7.3 Condition to each Revolving Loan, Swingline Loan and Letter of Credit. Without the written consent of the Required Revolving Lenders, the Borrower shall not be permitted to incur Revolving Loans or Swingline Loans or request the issuance of Letters of Credit on a Compliance Date (including a date that would become a Compliance Date after giving effect to any such incurrence or issuance), unless the Borrower shall be in compliance with the Financial Covenant as of the last day of the most recently completed Test Period.

Each borrowing by, and each issuance, renewal, extension, increase or amendment of a Letter of Credit on behalf of, the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 7.3 have been satisfied.

SECTION 8. AFFIRMATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, until all Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or have been Collateralized, each of Holdings and the Borrower shall, and shall cause each of its Restricted Subsidiaries to:

8.1 Financial Statements. Furnish to the Administrative Agent (who shall promptly furnish to each Lender):

(a) as soon as available, but in any event within (x) 120 days after the end of the fiscal year of Holdings ending December 31, 2012 and (y) 105 days after the end of each other fiscal year of Holdings, a copy of the audited consolidated balance sheet of Holdings and its Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (other than with respect to or resulting from the maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered), by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and

(b) as soon as available, but in any event (x) not later than sixty (60) days after the end of the fiscal quarter of Holdings ending March 31, 2013 and (y) after the end of each of the first three quarterly periods of each fiscal year of Holdings, commencing with the fiscal quarter ending June 30, 2013, within the time periods specified in the SEC’s rules and regulations (as in effect on the Closing Date) for non-accelerated filers, the unaudited consolidated balance sheet of Holdings and its Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by an Authorized Officer of Holdings as fairly stating in all material respects the financial position of Holdings and its Subsidiaries in accordance with GAAP for the period covered thereby (subject to normal year end audit adjustments and the absence of footnotes).

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and (except as otherwise provided below) in accordance with GAAP applied consistently (except to the extent any such inconsistent application of GAAP has been approved by such accountants (in the case of clause (a) above) or officer (in the case of clause (b) above), as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

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8.2 Certificates; Other Information. Furnish to the Administrative Agent (other than in the case of clause (f) below, who shall promptly furnish to each Lender):

(a) Promptly upon the request of the Administrative Agent, in connection with the delivery of any financial statements or other information pursuant to Section 8.1 or this Section 8.2, confirmation of whether such statements or information contain any Private Lender Information. Holdings, the Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, Holdings, their respective Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to Section 8.1 or this Section 8.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrower has indicated contains Private Lender Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to Section 8.1 or this Section 8.2 contains Private Lender Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrower, Holdings, their respective Subsidiaries and their securities;

(b) concurrently with the delivery of any financial statements pursuant to Section 8.1, (i) a Financial Statements Certificate, which shall, among other things, state that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such Financial Statements Certificate, (ii) (x) to the extent that compliance with the Financial Covenant under Section 9.1 was required on the last day of the period covered by such financial statements, a compliance certificate in the form of Exhibit B to the Financial Statements Certificate containing all information and calculations necessary for determining compliance by the Borrower with the Financial Covenant as of the last day of the respective fiscal quarter or fiscal year of Holdings, as the case may be and (y) to the extent not previously disclosed to the Administrative Agent, a description in each Financial Statements Certificate of any change in the jurisdiction of organization of any Loan Party and (iii) in the case of the financial statements delivered pursuant to Section 8.1(a), a negative assurance letter by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing who opined on such financial statements stating that, in connection with the normal course procedures conducted in an audit of such consolidated financial statements, no condition or event that constitutes a Default or an Event of Default has come to their attention;

(c) concurrently with the delivery of any financial statements pursuant to Section 8.1(a), a Financial Statements Certificate (i) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitations set forth in the definitions of the terms “Immaterial Foreign Subsidiary” and “Immaterial Domestic Subsidiary,” as applicable, (ii) certifying a list of names of all Unrestricted Subsidiaries and that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary and (iii) setting forth the amount, if any, of Excess Cash Flow for such fiscal year (commencing with the financial statements delivered in respect of the fiscal year ending December 31, 2013) together with the calculation thereof in reasonable detail;

(d) Commencing with the Fiscal Year ending December 31, 2013, as soon as available, and in any event no later than forty five (45) days after the end of each fiscal year of Holdings, a detailed consolidated budget for the following fiscal year (including (i) projected consolidated quarterly

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income statements and (ii) projected consolidated annual balance sheets of Holdings and its Subsidiaries, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall be based on reasonable estimates, information and assumptions that are reasonable at the time in light of the circumstances then existing, it being understood that projections are subject to uncertainties and there is no assurance that any projections will be realized;

(e) promptly following any Lender’s request therefor, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering or terrorist financing rules and regulations, including the Patriot Act; and

(f) as promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, such other non-privileged information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

8.3 Payment of Taxes. Pay and discharge all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis, and all lawful claims which, if unpaid, might become a lien or charge upon any properties, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

8.4 Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain or obtain all Governmental Approvals and all other all rights, privileges and franchises, in each case necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted hereunder and except, in the case of clause (i) (in respect of Restricted Subsidiaries of Holdings that are not Loan Parties) and (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Requirements of Law (including Environmental Laws) except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) comply with all Governmental Approvals except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

8.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear and casualty and condemnation excepted, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, (b) maintain all the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names used in the conduct of its business, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and businesses in a manner consistent with industry practice for companies similarly situated owning similar properties and engaged in similar businesses, and all such insurance shall name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable. If any portion of the Mortgaged Property at any time is located in an area identified by the Federal Emergency Management Agency (or any successor agent) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then the Borrower shall, or shall cause the applicable Loan Party to (a) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (b) deliver to the Collateral Agent evidence of such compliance.

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8.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries full, true and correct in all material respects in conformity with all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and from which financial statements conforming with GAAP can be derived and (b) permit, at the Borrower’s expense, representatives of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of Holdings and its Restricted Subsidiaries with employees of Holdings and its Restricted Subsidiaries and with the independent certified public accountants of Holdings and its Restricted Subsidiaries; provided that (i) in no event shall there be more than one such visit for the Administrative Agent and its representatives as a group per calendar year, except during the continuance of an Event of Default and (ii) the Borrower shall have the right to be present during any discussions with accountants.

8.7 Notices.

(a) Promptly (and in any event, within two (2) Business Days after actual knowledge thereof by an Authorized Officer of Holdings or the Borrower) give notice to the Administrative Agent (who shall promptly furnish to each Lender) of the occurrence of any Default or Event of Default;

(b) Promptly (and in any event, within two (2) Business Days after actual knowledge thereof by an Authorized Officer of Holdings or the Borrower) give notice to the Administrative Agent (who shall promptly furnish to each Lender) of any litigation, investigation or proceeding that may exist at any time involving Holdings or any Restricted Subsidiary, that (i) could reasonably be expected to have a Material Adverse Effect or (ii) which relates to any Loan Document;

(c) Promptly (and in any event within thirty (30) days after Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity knows or has reason to know thereof) give notice to the Administrative Agent (who shall promptly furnish to each Lender) of the following events: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan or Non-U.S. Plan in a material amount, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan that would result in the imposition of a material withdrawal liability, (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination (in other than a “standard termination” as defined in ERISA), Reorganization or Insolvency of, any Plan, (iii) that a Plan has failed to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA, or an application may be or has been made for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 302 or 304 of ERISA with respect to a Plan, (iv) that a determination has been made that any Single Employer Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA, (v) that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA, (vi) that any contribution required to be made with respect to a Single Employer Plan, Multiemployer Plan or Non-U.S. Plan has not been timely made, (vii) that a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA has occurred with respect to a Plan, (viii) that there has been a material increase in Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as

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applicable, (ix) the existence of potential withdrawal liability under Section 4201 of ERISA, if Holdings, the Borrower, any Subsidiary and any Commonly Controlled Entities were to withdraw completely from any and all Multiemployer Plans, (x) the adoption of, or the commencement of contributions to, any Single Employer Plan by Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity, (xi) the adoption of any amendment to a Single Employer Plan which results in a material increase in contribution obligations of Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity, or (xii) the imposition of liability under Title IV of ERISA with respect to any Plan (other than premiums due but not delinquent under Section 4007 of ERISA); and

(d) Promptly (and in any event, within two (2) Business Days after actual knowledge thereof by an Authorized Officer of Holdings or the Borrower) give notice to the Administrative Agent (who shall promptly furnish to each Lender) of any development or event that has had or could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 8.7 shall be accompanied by a statement of an Authorized Officer of Holdings setting forth details of the occurrence referred to therein and stating what action the relevant Person proposes to take with respect thereto.

8.8 Additional Collateral, etc.

(a) Subject to and consistent with the Security and Guarantee Principles, with respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (other than any property described in paragraph (b), (c) or (d) below) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, within thirty (30) days of such acquisition (or ninety (90) days in the case of an acquisition by a Foreign Subsidiary that is a Loan Party), or such longer period as agreed to by the Collateral Agent in its sole discretion, (i) execute and deliver to the Collateral Agent such amendments or supplements to the applicable Security Documents or such other documents as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable first priority security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by other applicable law or as may reasonably be requested by the Collateral Agent.

(b) Subject to and consistent with the Security and Guarantee Principles, with respect to any interest in any Real Property (excluding any Leaseholds) having a fair market value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party, within ninety (90) days (or such longer period as agreed to by the Collateral Agent in its sole discretion) of the acquisition of such interest, (i) execute and deliver a Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in Real Property, along with a corresponding UCC fixture filing for filing in the applicable jurisdiction, each in form and substance reasonably satisfactory to the Collateral Agent, as may be necessary to create a valid, perfected first and subsisting Lien, subject to liens permitted under Section 9.3, against such Real Property, (ii) provide the Lenders with title and extended coverage insurance covering such interest in Real Property in an amount at least equal to the fair market value of such Real Property (or such lesser amount as shall be specified by the Collateral Agent) together with title endorsements reasonably requested by the Collateral Agent, (iii) provide the Lenders with an ALTA survey thereof (or an existing survey accompanied, if necessary, by a “no-change” affidavit and/or other documents if same is/are sufficient for the title insurer to issue survey coverage in the applicable title policy, remove therefrom the standard survey exceptions, and issue the endorsements required pursuant to subsection (ii) above), together with a surveyor’s certification, (iv) such affidavits,

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certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the applicable title policy and endorsements referenced in clause (ii) above, (v) deliver to the Collateral Agent legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may reasonably request, including, without limitation, the enforceability, due authorization, execution and delivery of the applicable Mortgage, (vi) deliver to the Collateral Agent a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Real Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the applicable Loan Party entering into the applicable Mortgage), and in the event any such Real Property or a portion thereof is located within an area designated by the Director of the Federal Emergency Management Agency to be a “special flood hazard area” and as required by applicable law, evidence of a flood insurance policy for such Real Property or the applicable portion thereof; and (vii) such other information, documentation (including, but not limited to, appraisals, environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements), certifications, in each case, as may be reasonably required by the Collateral Agent or necessary in order to create a valid, perfected first and subsisting Lien subject to liens permitted under Section 9.3 against the Real Property covered by the applicable Mortgage.

(c) Subject to and consistent with the Security and Guarantee Principles, with respect to any new Subsidiary Guarantor created or acquired after the Closing Date by any Loan Party, within thirty (30) days of such creation or acquisition (or ninety (90) days in the case of a Subsidiary Guarantor that is a Foreign Subsidiary), or such longer period as agreed to by the Collateral Agent in its sole discretion, (i) execute and deliver to the Collateral Agent such amendments to this Agreement and the Security Documents and such comparable documentation or other Security Documents as the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary Guarantor that is owned by any Loan Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a Subsidiary Guarantor and guarantee the Obligations, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or such comparable documentation or other Security Documents requested by the Collateral Agent, as applicable, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets (other than Excluded Assets) of such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or comparable documentation or by other applicable law or as may be requested by the Collateral Agent and (c) to deliver to the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of Exhibit M, with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such new Subsidiary Guarantor in form and substance satisfactory to the Collateral Agent and (iv) if such new Subsidiary Guarantor owns real property with a fair market value of at least $5,000,000, within ninety (90) days of such party becoming a Subsidiary Guarantor (or such longer period as agreed to by the Collateral Agent in its sole discretion), deliver the documents required pursuant to Section 8.8(b) hereof.

(d) Subject to and consistent with the Security and Guarantee Principles, with respect to any new Restricted Subsidiary which is an Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Closing Date by any Loan Party, within ninety (90) days of such creation or acquisition, (i) execute

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and deliver to the Collateral Agent such Security Documents or amendments thereto as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the Capital Stock of such entity; provided that not more than 65% of the total outstanding Capital Stock of any such Excluded Foreign Subsidiary shall be pledged, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party and (iii) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may request.

(e) With respect to any new Non-Guarantor Subsidiary created or acquired after the Closing Date by any Loan Party (but excluding any Excluded Foreign Subsidiary and any Non-Guarantor Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person party thereto), within thirty (30) days of such creation or acquisition (or such longer period as agreed to by the Collateral Agent in its sole discretion), (i) execute and deliver to the Collateral Agent such Security Documents or amendments thereto as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party, (iii) cause such new Subsidiary Guarantor to deliver to the Collateral Agent a certificate of such Subsidiary Guarantor, substantially in the form of Exhibit M, with appropriate insertions and attachments (including modifications based on the Security and Guarantee Principles), and (iv) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may request.

8.9 Credit Ratings. Use commercially reasonable efforts to maintain at all times a credit rating by each of S&P and Moody’s in respect of the Facilities provided for under this Agreement and a corporate rating by S&P and a corporate family rating by Moody’s for the Borrower (it being understood that there shall be no requirement to maintain any specific credit rating).

8.10 Further Assurances. At any time or from time to time upon the request of the Administrative Agent, at the expense of the Borrower, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order to effect fully the purposes of the Loan Documents. In furtherance and not in limitation of the foregoing, the Loan Parties shall take such actions as the Administrative Agent may reasonably request from time to time (including, without limitation, the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, stock powers, financing statements and other documents, the filing or recording of any of the foregoing, and the delivery of stock certificates and other collateral with respect to which perfection is obtained by possession, in each case to the extent required by the applicable Loan Documents) to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets (other than those assets specifically excluded by the terms of this Agreement and the other Loan Documents) of such Loan Parties on a first priority basis (subject to Liens permitted hereunder).

8.11 Designation of Unrestricted Subsidiaries. The board of directors (or similar governing body) of Holdings may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) such designation complies with Section 9.7, (iii) immediately after giving effect to such

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designation, the Borrower shall be in compliance with the Financial Covenant (whether or not then in effect), determined on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 8.1(a) or (b), as if such designation had occurred on the last day of such fiscal quarter of Holdings, (iv) any Restricted Subsidiary so designated does not own Capital Stock in another Restricted Subsidiary) and (v) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement and the Senior Notes Documents. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, Holdings, U.S. Holdings and the Borrower shall not be permitted to be an Unrestricted Subsidiary. Any such designation by the board of directors (or similar governing body) of Holdings shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors (or similar governing body) of Holdings giving effect to such designation and a certificate of an Authorized Officer of Holdings certifying that such designation complied with the foregoing provisions.

8.12 Post-Closing Matters. Cause to be delivered or performed the documents and other agreements set forth on Schedule 8.12 within the time frames specified on such Schedule 8.12.

8.13 Interest Rate Protection. Within ninety (90) days after the Closing Date, obtain from a counterparty satisfactory to the Administrative Agent interest rate protection through Interest Rate Protection Agreements satisfactory to the Administrative Agent against increases in the interest rates with respect to a notional amount of Indebtedness such that not less than 50% of the Funded Debt of the Borrower and its Restricted Subsidiaries outstanding as of the Closing Date will be either (i) subject to such Interest Rate Protection Agreements or (ii) fixed-rate Indebtedness, in each case for a period of not less than three years following the Closing Date.

8.14 ERISA. Cause each Commonly Controlled Entity to (i) maintain all Plans that are presently in existence or may, from time to time, come into existence, in compliance with the terms of any such Plan, ERISA, the Code and all other applicable laws and (ii) make or cause to be made contributions to all Plans in a timely manner and, with respect to Single Employer Plans, in a sufficient amount to comply with the requirements of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code, in each case except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

8.15 Use of Proceeds.

(a) The proceeds of the Initial Term Loans made on the Closing Date shall be used, together with the proceeds of the issuance of the Senior Notes and the proceeds of the Equity Contribution and cash on hand, solely to pay the consideration for the Acquisition, to effect the Transaction Refinancing of the existing Indebtedness of the Borrower and its Subsidiaries (including accrued and unpaid interest and applicable premiums) and to pay fees and expenses related to the Transactions.

(b) The Group Members shall use the proceeds of the Incremental Term Loans, Other Term Loans, Revolving Loans and the Letters of Credit for working capital, Consolidated Capital Expenditures and for other general corporate purposes (including Permitted Acquisitions).

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SECTION 9. NEGATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, until all Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or have been Collateralized, each of Holdings and the Borrower shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly:

9.1 Maximum Total Net Secured Leverage Ratio. Without the written consent of the Required Revolving Lenders, permit the Total Net Secured Leverage Ratio, on a Pro Forma Basis, as of the last day of any fiscal quarter set forth below on which a Compliance Date has occurred to be greater than the ratio set forth opposite such fiscal quarter:

Fiscal Quarter	Ratio
March 2013	5.00:1.00
June 2013	4.75:1.00
September 2013	4.50:1.00
December 2013	4.00:1.00
Thereafter	4.00:1.00

9.2 Indebtedness. Incur any Indebtedness, except:

(a) Indebtedness pursuant to any Loan Document;

(b) Indebtedness pursuant to the Senior Notes Documents;

(c) First Priority Credit Agreement Refinancing Debt and Second Priority Credit Agreement Refinancing Debt;

(d) Unsecured Credit Agreement Refinancing Debt;

(e) Indebtedness of the Group Members that satisfies the Applicable Requirements in an aggregate principal amount not to exceed the Maximum Ratio Indebtedness Amount; provided that the aggregate principal amount of Indebtedness permitted to be incurred by Group Members that are not Loan Parties pursuant to this Section 9.2(e) shall not exceed $25,000,000.

(f) Indebtedness (including, without limitation, Capital Lease Obligations) of the Group Members secured by Liens permitted by Section 9.3(j) in an aggregate principal amount not to

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exceed the greater of (x) $50,000,000 and (y) 2.5% of Consolidated Total Assets (as of the last day of the most recent Test Period prior to incurrence of such Indebtedness for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)) at any one time outstanding;

(g) Indebtedness of (x) the Borrower to any other Group Member, (y) any Group Member (other than the Borrower) to any other Group Member (other than the Borrower); provided that the aggregate principal amount of Indebtedness owed by any Non-Guarantor Subsidiary or Excluded Foreign Subsidiary to the Borrower or any other Loan Party shall not exceed at any time outstanding the amount permitted to be invested in Non-Guarantor Subsidiaries and Excluded Foreign Subsidiaries pursuant to clauses (e), (f), (u), (bb) and (dd) of Section 9.7, and (z) any Non-Guarantor Subsidiary or Excluded Foreign Subsidiary to any other Non-Guarantor Subsidiary or Excluded Foreign Subsidiary;

(h) Indebtedness of Foreign Subsidiaries that are not Subsidiary Guarantors in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding;

(i) Indebtedness consisting of Guarantee Obligations by the Borrower or any Guarantor of (x) Indebtedness otherwise permitted under this Section 9.2 or (y) Indebtedness of any Group Member that is not a Loan Party to the extent permitted under Section 9.7;

(j) Indebtedness outstanding on the Closing Date and listed on Schedule 9.2(j);

(k) Indebtedness in respect of Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has exposure and not for speculative purposes;

(l) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

(m) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees, import and export custom and duty guaranties and similar obligations, or obligations in respect of letters of credit or bank acceptances or similar instruments related thereto, in each case provided in the ordinary course of business;

(n) Indebtedness consisting of obligations under deferred compensation, purchase price, earn outs, escrows or other similar arrangements incurred by, or guarantees or letters of credit, surety bonds or performance bonds securing the performance of, such Person in connection with the Transactions and Permitted Acquisitions or any other acquisitions permitted hereunder;

(o) Cash Management Obligations and Guarantee Obligations in respect thereof, and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts and credit card programs, in the ordinary course of business;

(p) Indebtedness consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(q) Indebtedness that represents a Permitted Refinancing of any of the Indebtedness permitted under this Section 9.2 (other than Section 9.2(a));

(r) Indebtedness assumed in connection with Permitted Acquisitions so long as such Indebtedness is not incurred to finance or in contemplation of any such acquisition and such assumed

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Indebtedness (i) if the aggregate principal amount of Indebtedness assumed under this clause (r) exceeds $5,000,000, after giving effect to the assumption of such Indebtedness and such Permitted Acquisition on a Pro Forma Basis as of the last day of the most recent fiscal quarter of Holdings for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), (A) the Total Net Secured Leverage Ratio does not exceed 3.50:1.00 and (B) the Total Net Leverage Ratio does not exceed 5.50:1.00 and (ii) before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing;

(s) Indebtedness constituting indemnification and reimbursement obligations in connection with sales and dispositions permitted under this Agreement;

(t) guarantees by the Group Members in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Group Members;

(u) Capital Lease Obligations to the extent constituting Attributable Debt arising in Sale Leaseback Transactions permitted by Section 9.10;

(v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence;

(w) additional Indebtedness of the Group Members in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding;

(x) Guarantees by the Loan Parties of unsecured Indebtedness or other obligations of Foreign Subsidiaries that are not Subsidiary Guarantors; provided that (i) in no event shall the aggregate amount of all such Guarantees made during any fiscal year exceed $30,000,000 in the aggregate (it being understood and agreed that as any Guarantee by the Loan Parties made pursuant to this clause (i) in a fiscal year lapses or otherwise terminates during such fiscal year, the Loan Parties may make additional Guarantees pursuant to this clause (y) during such fiscal year) and (ii) in no event shall the aggregate outstanding amount of all such Guarantees exceed $60,000,000 in the aggregate at any one time outstanding; and

(y) Indebtedness of Holdings or a Group Member to a direct or indirect parent of Holdings in connection with, and in an amount not exceeding that set out in, Section 9.6(q).

The accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 9.2.

For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the Spot Currency Exchange Rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the Spot Currency Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtedness so Refinanced does not exceed the principal amount of such Indebtedness being Refinanced.

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Notwithstanding the foregoing, the principal amount of any Indebtedness incurred to Refinance other Indebtedness, if incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the Spot Currency Exchange Rate that is in effect on the date of such Refinancing.

9.3 Liens. Incur any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a) Liens securing Indebtedness of the Group Members incurred pursuant to Section 9.2(c), (e), (q) (but only to the extent that the Indebtedness refinanced by any Permitted Refinancing was secured) and (r) (but only to the extent of the assets acquired in the respective Permitted Acquisition) and any Permitted Refinancing thereof, so long as such Liens are subject to the terms of an Intercreditor Agreement;

(b) Liens securing Indebtedness or other obligations in an amount not to exceed $20,000,000 at any time outstanding, including pari passu Liens and Liens securing Junior Financing on the Collateral securing the Obligations so long as no Default or Event of Default shall have occurred and be continuing;

(c) Liens on cash or Cash Equivalents securing obligations under Swap Agreements permitted hereunder;

(d) Liens for taxes, assessments or governmental charges or levies not yet delinquent or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of Holdings, the Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP;

(e) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s, suppliers’ or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of Holdings, the Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP;

(f) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

(g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, utilities, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(h) easements, rights-of-way, restrictions and other similar encumbrances that, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Group Members at the property;

(i) Liens (i) in existence on the Closing Date listed on Schedule 9.3(i); provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased (except to the extent of accrued interest, premiums and fees and expenses payable in connection with a Refinancing) and (ii) securing any Refinancings of Obligations secured by Liens referenced on Schedule 9.3(i) and permitted under Section 9.2(q);

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(j) Liens securing Indebtedness of the Group Members incurred pursuant to Section 9.2(f) to finance the acquisition of fixed or capital assets or to Refinance Indebtedness incurred for such purpose; provided that (i) such Liens shall be created within 180 days following the acquisition of such fixed or capital assets or such Refinancing, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and accessions thereto and (iii) in the case of any such Refinancing, the amount of Indebtedness secured thereby is not increased (except by an amount equal to accrued interest, a reasonable premium or other reasonable amount paid in connection with such Refinancing, as applicable, and fees and expenses reasonably incurred in connection therewith);

(k) Liens created pursuant to any Loan Document;

(l) Liens consisting of (i) any interest or title of a lessor under any lease (including ground leases in respect of real property) entered into by the Group Members in the ordinary course of its business and covering only the assets so leased, (ii) ground leases in respect of real property on which facilities owned by the Group Members are located, and (iii) any matters of record shown on any title policies delivered pursuant to this Agreement;

(m) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(n) Liens on property of any Restricted Subsidiary that is a Non-Guarantor Subsidiary or an Excluded Foreign Subsidiary, which Liens secure obligations of the applicable Restricted Subsidiary not prohibited under this Agreement;

(o) Liens in respect of the licensing of patents, copyrights, trademarks, trade names, other indications of origin, domain names and other forms of Intellectual Property in the ordinary course of business;

(p) Liens arising out of Sale Leaseback Transactions permitted by Section 9.10;

(q) Liens arising from precautionary UCC financing statements or similar filings made in respect of operating leases entered into by the Group Members in the ordinary course of business;

(r) licenses, sublicenses, leases or subleases with respect to any assets granted to third Persons in the ordinary course of business; provided that the same do not in any material respect interfere with the business of the Group Members taken as a whole;

(s) Liens relating to insurance policies securing Indebtedness incurred under Section 9.2(p) and other obligations arising in connection with the financing of insurance premiums;

(t) Liens in respect of judgments that do not constitute an Event of Default under Section 11.1(h);

(u) bankers’ Liens, rights of setoff and similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more deposit, securities, investment or similar accounts, in each case granted in the ordinary course of business in favor of the bank or banks or financial

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institution or financial institutions where such accounts are maintained, securing amounts owing to such bank or other financial institution with respect to cash management or other account arrangements, including those involving pooled accounts and netting arrangements or sweep accounts of the Group Members to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Group Members; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(v) Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement in connection with an Investment permitted hereunder;

(w) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into in the ordinary course of business or Liens arising by operation of law under Article 2 of the New York UCC in favor of a reclaiming seller of goods or buyer of goods;

(x) Liens deemed to exist in connection with Investments in repurchase agreements under Section 9.7; provided that such Liens do not extend to any assets other than those assets that are subject of such repurchase agreement;

(y) Liens on Capital Stock of Unrestricted Subsidiaries;

(z) Liens arising in connection with (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, at the property;

(aa) Liens in favor of any Loan Party;

(bb) Liens on equipment of the Group Members granted in the ordinary course of the business of the Group Members to clients of the Group Members; and

(cc) Liens on Capital Stock deemed to exist in connection with any options, put and call arrangements, rights of first refusal and similar rights relating to Investments in Persons that are not Subsidiaries.

9.4 Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that:

(a) any Restricted Subsidiary of Holdings that is not a Foreign Subsidiary of the Borrower may be merged or consolidated with or into the Borrower, as the case may be (provided that the Borrower shall be the continuing or surviving corporation) or with or into U.S. Holdings or any Subsidiary Guarantor (provided that a Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Foreign Subsidiary that is a Subsidiary Guarantor may be merged or consolidated with or into any other Foreign Subsidiary that is a Subsidiary Guarantor, and (iii) any Group Member that is not a Loan Party may be merged or consolidated with or into another Group Member that is not a Loan Party.

(b) (x) any Loan Party may Dispose of any or all of its assets (i) to another Loan Party (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 9.5 and (y) any Group Member that is not a Loan Party may Dispose of any or all of its assets to (i) the Borrower or any other Group Member or (ii) pursuant to a Disposition permitted by Section 9.5.

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(c) any Investment of the Group Members expressly permitted by Section 9.7 may be structured as a merger, consolidation or amalgamation (provided that (x) if the Borrower is a party to such merger, consolidation or amalgamation, the Borrower shall be the continuing or surviving corporation thereof, (y) if a Subsidiary Guarantor is a party to such merger, consolidation or amalgamation, a Subsidiary Guarantor shall be the continuing or surviving Person thereof and (z) if a Group Member that is not a Loan Party is a party to such merger, consolidation or amalgamation (and the Borrower is not a party thereto), a Group Member shall be the continuing or surviving Person thereof);

(d) any Group Member (other than the Borrower) may liquidate or dissolve if Holdings determines in good faith that such liquidation or dissolution is in the best interests of Holdings and its Subsidiaries and is not materially disadvantageous to the Lenders; provided that if U.S. Holdings or a Subsidiary Guarantor liquidates or dissolves in accordance with this Section 9.4(d), (i) all or substantially all of its assets shall be transferred to, or otherwise assumed by, the Borrower or, other than in the case of U.S. Holdings, another Subsidiary Guarantor and (ii) no Event of Default shall have occurred and be continuing at such time;

(e) any merger, dissolution or liquidation not involving the Borrower or Holdings may be effected for the purposes of effecting a transaction permitted by Section 9.5;

(f) any merger, consolidation, amalgamation, dissolution or liquidation to achieve the structure set forth in the Final Structure Schedule.

Notwithstanding the foregoing, Holdings shall not and no Subsidiary Guarantor that is a Foreign Subsidiary shall enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business if the result of such merger, consolidation or amalgamation would result in such Subsidiary Guarantor becoming an Excluded Foreign Subsidiary.

9.5 Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:

(a) the Disposition of obsolete, worn out, damaged or surplus property in the ordinary course of business;

(b) the sale of inventory (including content) in the ordinary course of business;

(c) Dispositions permitted under Section 9.4;

(d) the sale or issuance of Capital Stock of any Restricted Subsidiary to Holdings or any other Restricted Subsidiary of Holdings (provided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of the Borrower’s Capital Stock to U.S. Holdings;

(e) the use, sale, exchange or other disposition of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;

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(f) the licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business;

(g) Dispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;

(h) licenses, sublicenses, leases or subleases with respect to any property or assets (including inventory) (other than patents, trademarks, copyrights and other Intellectual Property rights) granted to third Persons in the ordinary course of business; provided, that the same do not in any material respect interfere with the business of the Group Members, taken as a whole, or materially detract from the value of the relative assets of the Group Members, taken as a whole;

(i) Dispositions to, between or among Group Members that are Loan Parties;

(j) Dispositions between or among any Group Member that is not a Loan Party and any other Group Member that is not a Loan Party;

(k) Dispositions of any Foreign Subsidiary that is not a Subsidiary Guarantor by the Borrower or a Subsidiary Guarantor to another Wholly Owned Subsidiary of the Borrower;

(l) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business;

(m) Dispositions constituting (i) Investments permitted under Section 9.7, (ii) Restricted Payments permitted under Section 9.6 or (iii) Sale Leaseback Transactions permitted under Section 9.10;

(n) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset;

(o) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;

(p) the abandonment or cancellation of Intellectual Property that the Borrower in its reasonable business judgment, deems no longer useful to maintain;

(q) the unwinding of any Swap Agreements;

(r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(s) Dispositions of property; provided that (A) not less than 75% of the consideration payable to the Group Members in connection with such Disposition is in the form of cash or Cash Equivalents; provided that for purposes of this clause (A), assumed liabilities and Designated Non-Cash Consideration may be deemed cash at the Borrower’s election so long as the total designation of such assumed liabilities and Designated Non-Cash Consideration at any time does not exceed 5.0% of the Consolidated Total Assets of Holdings and its Restricted Subsidiaries at such time, (B) the consideration payable to the Group Members in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith) and (C) the Net Cash Proceeds from such Disposition are applied in accordance with Section 5.2(c);

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(t) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and sales of assets received by any Group Member from Persons other than Loan Parties upon foreclosure on a lien in favor of such Group Member;

(u) any exchange of property of any Group Member (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by any Group Member (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Group Member, (b) such Group Member shall receive reasonably equivalent or greater market value for such property (as reasonably determined by Holdings in good faith) and (c) such property will be received by such Group Member substantially concurrently with its delivery of property to be exchanged;

(v) Dispositions having a fair market value not to exceed (i) $3,000,000 with respect to any such Disposition or series of related Dispositions and (ii) $10,000,000 in the aggregate for any fiscal year of Holdings;

(w) Dispositions of any Capital Stock or interests in any joint venture entity not constituting a Restricted Subsidiary to the extent required by the applicable joint venture agreement or similar binding arrangements relating thereto;

(x) Dispositions to achieve the structure set forth in the Final Structure Schedule.

9.6 Restricted Payments. Declare or pay any dividend or distribution (other than Restricted Payments payable solely in Qualified Equity Interests of the Person making such Restricted Payment) on any Capital Stock of Holdings or Group Member, whether now or hereafter outstanding, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings or any Group Member, whether now or hereafter outstanding, or pay any management or similar fees to the Sponsors or any holders of the Capital Stock of Holdings or any of their respective Affiliates, or make any other distribution in respect of any Capital Stock of Holdings or any Group Member, either directly or indirectly, whether in cash or property or in obligations of Holdings or any Group Member (collectively, “Restricted Payments”), except that:

(a) any Wholly Owned Subsidiary (which is a Restricted Subsidiary) of Holdings may make Restricted Payments to Holdings, or any other Restricted Subsidiary of Holdings and any non-Wholly Owned Subsidiary (other than an Unrestricted Subsidiary) may make Restricted Payments ratably to the holders of such non-Wholly Owned Subsidiary’s Capital Stock, taking into account the relative preferences, if any, on the various classes of Capital Stock of such Restricted Subsidiary;

(b) so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom and the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Test Period of Holdings for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), shall not exceed 5.50:1.00, the Borrower may make Restricted Payments to U.S. Holdings to permit U.S. Holdings to make Restricted Payments to Holdings to make, and Holdings may make, Restricted Payments to holders of Capital Stock of Holdings with the proceeds of such Restricted Payment; provided, that the aggregate amount of Restricted Payments by the Borrower under this Section 9.6(b) shall not at any time exceed the Available Amount at such time;

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(c) (i) cashless exercises of options and warrants and (ii) cash payments in settlement of restricted stock units not to exceed, in any fiscal year, a maximum aggregate amount of $5,000,000, shall be permitted;

(d) Holdings may make Restricted Payments or make distributions to any direct parent thereof to permit such direct parent, and the subsequent use of such payments by such direct parent, to repurchase, redeem or otherwise acquire for value Qualified Equity Interests of such direct parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or its Subsidiaries, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions and payments shall not exceed, in any fiscal year, $5,000,000 (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum (without giving effect to the following proviso) of $10,000,000 in any fiscal year); provided further that such amount in any fiscal year may be increased by an amount not to exceed, without duplication, (x) the aggregate amount of loans made by Holdings and any of its Subsidiaries pursuant to Section 9.7(k) that are repaid in connection with such purchase, redemption or other acquisition of such Capital Stock of such direct parent, plus (y) the amount of any Net Cash Proceeds received by or contributed to the Borrower from the issuance and sale after the Closing Date of Qualified Equity Interests of Holdings (or such direct parent) to officers, directors or employees of Holdings or its Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause (d), plus (z) the net cash proceeds of any “key-man” life insurance policies of Holdings or its Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause (d);

(e) in respect of clauses (i) and (iv) of this Section 7.6(e), so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom, (i) Holdings and Group Members may pay reasonable management, consulting, administrative and similar fees to the Sponsors in an amount not to exceed $2,000,000 in any fiscal year plus an amount equal to 1.5% of the Consolidated EBITDA of any Persons acquired pursuant to a Permitted Acquisitions (measured as of the date of such Permitted Acquisition); (ii) the Borrower may reimburse the Sponsors for the out-of-pocket costs and expenses incurred by the Sponsors on or prior to the Closing Date in connection with the Transactions; (iii) Holdings and its Restricted Subsidiaries may pay the out-of-pocket costs and expenses incurred by the Sponsors in connection with its provision of management, consulting, advisory and similar services to Holdings and its Subsidiaries; and (iv) Holdings and Group Members may pay fees and expenses related to the Transactions to the Sponsors pursuant to the Management Agreement;

(f) so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom, the declaration and payment of Restricted Payments on the Borrower’s or Holdings’ (or any of their direct or indirect parent companies’) common stock following the first Public Offering after the Closing Date, of up to 6% per annum of the net proceeds received by or contributed to the Borrower or Holdings, as applicable, in or from any such Public Offering;

(g) Payments in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) relating to their acquisition of, or exercise of options, vesting of restricted Capital Stock or settlement of restricted stock units relating to the Capital Stock of Holdings, shall be permitted;

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(h) Holdings and the Borrower may make Restricted Payments to any of its direct or indirect parents in order to pay its Tax obligations; provided that the amount paid or distributed pursuant to this clause (h) to enable such direct or indirect parent to pay federal, state and local income Taxes at any time shall not exceed the federal, state and local income Tax liability that would have been payable by Holdings and its Subsidiaries on a stand-alone basis;

(i) Restricted Payments may be made pursuant to this Section 9.6 within sixty (60) days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof;

(j) Holdings may redeem, repurchase, retire or otherwise acquire any Capital Stock of Holdings in exchange for, or out of the proceeds of a substantially concurrent sale (other than to a Restricted Subsidiary) of, Capital Stock of Holdings (other than Disqualified Equity Interests);

(k) Holdings and Group Members may repurchase, redeem or otherwise acquire for value any Capital Stock of Holdings or the Borrower representing fractional shares of such Capital Stock in connection with a stock dividend, split or combination or any merger, consolidation, amalgamation or other combination involving Holdings or the Borrower;

(l) Holdings and Group Members may redeem, repurchase, retire or otherwise acquire, in each case for nominal value per right, of any rights granted to all holders of Capital Stock of Holdings or the Borrower pursuant to any stockholders’ rights plan adopted for the purpose of protecting stockholders from unfair takeover tactics;

(m) Holdings and Group Members may make Restricted Payments to dissenting stockholders pursuant to applicable law in connection with any merger, consolidation or transfer of all or substantially all of Holdings’ and its Restricted Subsidiaries’ assets that complies with the terms of this Agreement;

(n) Holdings and Group Members may make Restricted Payments as set forth on the funds flow memorandum delivered to the Administrative Agent in connection with the Transactions;

(o) so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom, Holdings and Group Members may make other Restricted Payments in an amount not to exceed the greater of (x) $25,000,000 and (y) 1.25% of Consolidated Total Assets (as of the last day of the most recent Test Period prior to the making of such Restricted Payment for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)) at any one time outstanding (minus any and all amounts paid pursuant to Section 9.8(d));

(p) Holdings and Group Members may make Restricted Payments not otherwise permitted to the extent of Excluded Contributions, so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom;

(q) Holdings and Group Members may make Restricted Payments in the form of unsecured promissory notes in an amount not to exceed $82,000,000 in the aggregate to a direct or indirect parent of Holdings in connection with the exercise or vesting of stock options, warrants, restricted stock units or similar rights so long as such parent entity contributes such unsecured promissory notes to a Loan Party on the same day as such unsecured promissory notes are made; provided that the amounts available under this clause (q) shall be used for any such Restricted Payments described in this clause (q) prior to using any amounts available under any other provision of Section 9.6; provided further that no Restricted Payment may be made under this clause (q) by Holdings or any Group Member if it would be

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commercially reasonable, as determined in the sole discretion of Borrower and taking into account tax consequences, for Holdings or such Group Member to make such Restricted Payment directly to a Loan Party pursuant to clause (a) of this Section 9.6.

(r) Restricted Payments to achieve the structure set forth in the Final Structure Schedule.

9.7 Investments. Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of any Person (all of the foregoing, “Investments”), except:

(a) accounts receivable or notes receivable arising from extensions of trade credit granted in the ordinary course of business;

(b) Investments in cash and Cash Equivalents;

(c) loans and advances to employees, officers and directors of Holdings and Group Members (i) in the ordinary course of business and consistent with past practice for business related travel expenses, moving expenses and other similar expenses and (ii) in an aggregate amount for Holdings and its Subsidiaries not to exceed $2,000,000 at any one time outstanding;

(d) Investments made by a Group Member with the Net Cash Proceeds of any Asset Sale or Recovery Event to the extent such Net Cash Proceeds are applied in accordance with Section 5.2;

(e) Investments in any business similar to any business in which the Group Members are permitted to engage in under Section 9.14 made by a Group Member in an amount not to exceed the greater of (x) $125,000,000 and (y) 6.0% of Consolidated Total Assets (as of the last day of the most recent Test Period prior to such Investment for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)); and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 9.7);

(f) Investments by a Group Member in any Foreign Subsidiary that is not a Subsidiary Guarantor or Excluded Foreign Subsidiary in an amount not to exceed the greater of (x) $50,000,000 and (y) 2.5% of Consolidated Total Assets (as of the last day of the most recent Test Period prior to such Investment for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)); and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 9.7);

(g) acquisitions by a Group Member of the outstanding Capital Stock of Persons (including Permitted Genealogical Data Acquisitions) (each a “Permitted Acquisition”); provided that (i) no Default or Event of Default has occurred or is continuing both before and after giving effect to such Permitted Acquisition, (ii) after giving effect to each such Permitted Acquisition and all Indebtedness incurred in connection therewith, the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Covenant (regardless of whether or not such Financial Covenant is then in effect) as of the last day of the most recent Test Period prior to such Permitted Acquisition for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)); and (iii) unless such acquired Persons and their Subsidiaries become Guarantors and pledge their assets as, and to the extent, required by Section 8.8, the aggregate consideration paid by the Group Member (x) in respect of all such Permitted Acquisitions (including Permitted Genealogical Data Acquisitions) shall not exceed $150,000,000 plus (y) an additional amount not to exceed $50,000,000 solely in respect of Permitted Genealogical Data Acquisitions;

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(h) Investments in the Borrower, U.S. Holdings or any Person that is a Subsidiary Guarantor or any newly created Subsidiary that becomes a Subsidiary Guarantor;

(i) Investments by any Non-Guarantor Subsidiaries in any other Non-Guarantor Subsidiaries;

(j) Investments by the Borrower and Subsidiary Guarantors constituting a capital contribution or other transfer of Capital Stock in any Foreign Subsidiary that is not a Subsidiary Guarantor in connection with a Disposition permitted under Section 9.5(k);

(k) loans and advances to employees, officers and directors of Holdings and any of its Subsidiaries to the extent used to acquire Capital Stock of Holdings and to the extent such transactions are cashless;

(l) Investments in the ordinary course of business consisting of prepaid expenses and endorsements of negotiable instruments for collection or deposit;

(m) Investments received in settlement of amounts due to the Group Members effected in the ordinary course of business or owing to the Group Members as a result of insolvency proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of the Group Members;

(n) Investments in existence or contemplated on the Closing Date and described in Schedule 9.7(n); and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 9.7), and any Investments, loans and advances existing on the Closing Date by Holdings and any Group Member in or to any other Group Member;

(o) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of Holdings or consolidates or merges with any Group Member (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger;

(p) Investments paid for with consideration which consists of (i) Capital Stock of Holdings or any of its direct or indirect parent companies (other than Disqualified Equity Interests) or (ii) the proceeds of a substantially contemporaneous issuance or sale of Capital Stock of Holdings (other than Disqualified Equity Interests), or a substantially contemporaneous contribution of cash to Holdings, in each case, to the extent the Net Cash Proceeds thereof (if any), or such cash shall be, as applicable, contributed to the Borrower and used by the Borrower or any other Group Member for such Investment or such Investment shall be contributed to the Borrower;

(q) guarantees by Holdings of the obligations of the Group Members of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(r) guarantees granted under or permitted by this Agreement;

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(s) Investments resulting from the receipt of non-cash consideration received in connection with Dispositions permitted by Section 9.5;

(t) loans and advances to Holdings and any other direct or indirect parent of Holdings in lieu of and not in excess of the amount of (after giving effect to any other loans or advances under this clause (t)) Restricted Payments permitted to be made to Holdings or such other direct or indirect parent in accordance with Section 9.6;

(u) so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom and the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Test Period of Holdings for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), shall not exceed 5.50:1.00, the Group Members may make Investments in an amount not to exceed the Available Amount at the time of any such Investment;

(v) advances of payroll payments to employees in the ordinary course of business and Investments made pursuant to employment and severance arrangements of officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(w) Investments in respect of lease, utility and other similar deposits in the ordinary course of business;

(x) Investments consisting of licensing or contribution of Intellectual Property pursuant to joint marketing arrangements with other Persons in the ordinary course of business;

(y) Investments consisting of purchases and acquisitions of inventory (including content), supplies, materials and equipment or purchases of contract rights or licenses or leases of Intellectual Property in the ordinary course of business;

(z) de minimis Investments made in connection with the incorporation or formation of any newly created Restricted Subsidiary; provided that any amounts in excess of such de minimis amount Invested in any such Restricted Subsidiary must be permitted under Section 9.7 other than under this clause (z); and

(aa) Investments consisting of Swap Agreements permitted under Section 9.2(k);

(bb) in addition to Investments otherwise expressly permitted by this Section, Investments by a Group Member in an outstanding amount (valued at cost) not to exceed the greater of (x) $100,000,000 and (y) 5.0% of Consolidated Total Assets (as of the last day of the most recent Test Period prior to such Investment for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)); and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 9.7); and

(cc) Investments by a Group Member in joint ventures not to exceed $50,000,000;

(dd) Investments not otherwise permitted to the extent of Excluded Contributions, so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom;

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(ee) loans owing to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Capital Stock of Holdings (or any direct or indirect parent thereof) permitted by Section 9.6(k) or as a result of the inability of Holdings to purchase or redeem its Capital Stock as a result of the restrictions set forth in Section 9.6(d); and

(ff) Investments to achieve the structure set forth in the Final Structure Schedule.

9.8 Payments and Modifications of Certain Debt Instruments. (i) Make any optional or mandatory prepayment, repayment, redemption or repurchase with respect to the principal amount of any Indebtedness permitted by Section 9.2 that is subordinated in right of payment to the Obligations (a “Junior Financing”) or (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing that would shorten the maturity or obligate any Loan Party to make a repayment, prepayment or redemption of such Junior Financing prior to the date that is 180 days after the Latest Maturity Date, except in each case:

(a) any Junior Financing may be Refinanced with the proceeds of any Permitted Refinancing or other Indebtedness permitted by Section 9.2 and any amendment, modification or supplement of any Junior Financing shall be permitted to the extent that the terms of such modified Indebtedness would satisfy the criteria set forth in the definition of Permitted Refinancing;

(b) payments with respect to Junior Financing owed to any Group Member, other than (i) following the occurrence and during the continuation of an Event of Default under Section 11.1(f) and (ii) following the occurrence and during the continuation of any other Event of Default after notice by the Administrative Agent to the Borrower that such payments are not permitted;

(c) the conversion of any Junior Financing to Capital Stock (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents;

(d) optional or mandatory prepayments, repayments, redemptions or repurchases of a Junior Financing shall be permitted in an aggregate amount not to exceed the sum of (I) $15,000,000 (less the amount of Restricted Payments made under Section 9.6(o)) plus (II) the Available Amount at the time thereof so long as, in the case of clauses (I) and (II), (i) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (ii) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Test Period of Holdings for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), shall not exceed 5.50:1.00; and

(e) optional or mandatory prepayments, repayments, redemptions or repurchases of a Junior Financing not otherwise permitted to the extent of Excluded Contributions, so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom.

For the avoidance of doubt, the making of any AHYDO Payments shall be permitted so long as such AHYDO Payments are made after the fifth anniversary of the incurrence of the Junior Financing to which such AHYDO Payments apply.

9.9 Transactions with Affiliates. Directly or indirectly, enter into or permit to exist any transaction or contract (including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees) with or for the benefit of any Affiliate (each an “Affiliate Transaction”), except (a) transactions between or among Holdings and its Restricted Subsidiaries, (b) transactions that are on terms and conditions not less favorable to Holdings or

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such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s-length transaction from unrelated third parties that are not Affiliates, (c) any Restricted Payment permitted by Section 9.6, (d) fees and compensation, benefits and incentive arrangements paid or provided to, and any indemnity provided on behalf of, officers, directors or employees of Holdings or any Group Member as determined in good faith by the board of directors (or similar governing body) of Holdings or such Group Member and in the ordinary course of business, (e) the issuance or sale of any Capital Stock of Holdings (and the exercise of any options, warrants or other rights to acquire Capital Stock of Holdings) or any contribution to the capital of Holdings, (f) the Transactions, (g) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 9.9 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (h) transactions between Holdings or any Restricted Subsidiary and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of Holdings or any direct or indirect parent of Holdings; provided that such director abstains from voting as a director of Holdings or such direct or indirect parent of Holdings, as the case may be, on any matter involving such other Person and (i) transactions approved by a majority of the disinterested members of the board of directors (or similar governing body) of Holdings or any Restricted Subsidiary of Holdings, as applicable.

9.10 Sale Leaseback Transactions. Enter into any Sale Leaseback Transaction unless, after giving effect thereto, the aggregate outstanding amount of Attributable Debt in respect of all Sale Leaseback Transactions does not at any time exceed $25,000,000.

9.11 Changes in Fiscal Periods. Permit the fiscal year of Holdings to end on a day other than December 31 or change the Borrower’s method of determining fiscal quarters.

9.12 Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings or any Restricted Subsidiary of Holdings to incur any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business, (d) any agreement of a Person in effect at the time such Person becomes a Restricted Subsidiary of Holdings provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of Holdings, (e) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of Holdings (or the assets of a Restricted Subsidiary of Holdings) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary of Holdings that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date identified on Schedule 9.12 and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries that are not Subsidiary Guarantors or Non-Guarantor Subsidiaries permitted under Section 9.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries that are not Subsidiary Guarantors or Non-Guarantor Subsidiaries, (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (i) agreements evidencing or governing Indebtedness permitted under Sections 9.2(b), (c), (d), (e), (g), (i), (j), (h), (r) or (w) or any Permitted Refinancing thereof, and (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of the business of the Group Members.

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9.13 Clauses Restricting Restricted Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or repay or prepay any Indebtedness owed to, the Borrower or any other Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Group Member or (c) transfer any of its assets to the Borrower or any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Senior Notes Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary so long as such sale is permitted hereunder, (iii) customary restrictions on the assignment of leases, contracts and licenses entered into in the ordinary course of business, (iv) any agreement of a Person in effect at the time such Person becomes a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (v) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (vi) agreements governing Indebtedness outstanding on the Closing Date and listed on Schedule 9.2(j) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, or Refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, or Refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements on the Closing Date, (vii) Liens permitted by Section 9.3 that limit the right of a Group Member to dispose of the assets subject to such Liens, (viii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, agreements in respect of sales of Capital Stock and other similar agreements entered into in connection with transactions permitted under this Agreement; provided that such encumbrance or restriction shall only be effective against the assets or property that are the subject of such agreements, (ix) any instrument governing Indebtedness or Capital Stock of a Person acquired by a Group Member as in effect at the date of such acquisition, which encumbrance or restriction is not applicable to any Person, or the property or assets of any Person, other than the Person, or the properties or assets of such Person, so acquired, (x) restrictions under agreements evidencing or governing Indebtedness of Foreign Subsidiaries that are not Subsidiary Guarantors permitted under Section 9.2; provided that such restrictions are only with respect to assets of Foreign Subsidiaries that are not Subsidiary Guarantors and Non-Guarantor Subsidiaries, and (xi) restrictions under agreements evidencing or governing Indebtedness permitted under Sections 9.2(b), (c), (d), (e), (g), (i), (j), (h), (r) or (w) or any Permitted Refinancing thereof and (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of the business of the Group Members.

9.14 Lines of Business. (a) With respect to each Group Member, enter into any material business, either directly or through any Restricted Subsidiary, except for those businesses in which the Group Members are engaged on the Closing Date (which, for the avoidance of doubt, shall include any business related to genealogical, historical or DNA data) or that are reasonably related, complementary or ancillary thereto and reasonable extensions thereof and (b) with respect to Holdings, engage in any business or activity other than (i) the ownership of all outstanding Capital Stock in U.S. Holdings and LuxCo 3, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies consisting of U.S. Holdings, LuxCo 3 and their Subsidiaries, (iv) the performance of obligations under the Loan Documents to which it is a party, (v) making and receiving Restricted Payments and Investments, incurring Indebtedness and Liens, and other activities, in each case permitted by this Agreement, (vi) establishing and maintaining bank accounts, (vii) entering into employment agreements and other arrangements with officers and directors and (viii) activities incidental to the businesses or activities described in clauses (i)-(viii).

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SECTION 10. GUARANTEE

10.1 The Guarantee. Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of any Debtor Relief Laws after any bankruptcy or insolvency petition under any Debtor Relief Laws or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Borrower and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Borrower (such obligations being herein called the “Guaranteed Obligations”). Each Guarantor hereby jointly and severally agrees that, if the Guaranteed Obligations shall not be paid in full when due (whether at stated maturity, by acceleration or otherwise), such Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

10.2 Obligations Unconditional. The obligations of the Guarantors under Section 10.1, respectively, shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety by any Guarantor, as applicable (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above;

(a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(d) any Lien or security interest granted to, or in favor of, the Issuing Lender or any Lender or the Administrative Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(e) the release of any other Guarantor pursuant to Section 10.8, or otherwise.

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Each of the Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. Each of the Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this guarantee made under this Section 10 (this “Guarantee”) or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the applicable Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

10.3 Reinstatement. The obligations of the Guarantors under this Section 10 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or any Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

10.4 No Subrogation. Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification and reimbursement obligations for which no claim has been made) and the expiration and termination of the Commitments under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 10.1, whether by subrogation, right of contribution or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.

10.5 Remedies. Each Guarantor jointly and severally agrees that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 11 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 11) for purposes of Section 10.1, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower or any Guarantor and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable, or the circumstances occurring where Section 11 provides that such obligations shall become due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 10.1.

10.6 Continuing Guarantee. The Guarantee made by the Guarantors in this Section 10 is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

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10.7 General Limitation on Guaranteed Obligations. In any action or proceeding involving any federal, state, provincial or territorial, corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 10.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 10.1, then, notwithstanding any other provision to the contrary, the amount of such liability of such Guarantor shall, without any further action by such Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 10.9) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

10.8 Release of Guarantors and Pledges.

(a) A Subsidiary Guarantor shall be automatically released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Loan Party in a transaction permitted by Section 9. In connection with any such release of a Guarantor, the Administrative Agent shall execute and deliver to such Guarantor, at such Guarantor’s expense, all UCC termination statements and other documents that such Guarantor shall reasonably request to evidence such release.

(b) If (x) any voting Capital Stock issued by any Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary is redeemed by such Excluded Foreign Subsidiary, (y) the Borrower provides written notice to the Administrative Agent that the Borrower has determined in accordance with clause (i) of the definition of Excluded Foreign Subsidiary that a Subsidiary has become an Excluded Foreign Subsidiary described in such clause (i), or (z) the Borrower provides written notice to the Administrative Agent that a Foreign Subsidiary or a U.S. Owned DRE has ceased to be an Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary and has become an Excluded Foreign Subsidiary described in clause (ii) or (iii) of the definition of Excluded Foreign Subsidiary, then such shares of the relevant issuer shall be automatically and without further action released from the security interests created by this Agreement so that the shares of Capital Stock of such Subsidiary subject to the security interests created by this Agreement shall not include more than 65% of the total outstanding Capital Stock of any Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary or at any time include any shares of Capital Stock of any Excluded Foreign Subsidiary described in clause (ii) or clause (iii) of the definition of Excluded Foreign Subsidiary and any certificates representing such released Capital Stock shall be returned to the applicable grantor.

10.9 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 10.4. The provisions of this Section 10.9 shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.

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SECTION 11. EVENTS OF DEFAULT

11.1 Events of Default. An “Event of Default” shall occur if any of the following events shall occur and be continuing; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied (any such event, an “Event of Default”):

(a) the Borrower shall fail to pay any principal of any Loan or Unpaid Drawing when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Unpaid Drawing, or any other amount payable hereunder or under any other Loan Document within five (5) Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b) any representation or warranty made or deemed made by Holdings or its Restricted Subsidiaries herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made (or if any representation or warranty is expressly stated to have been made as of a specific date, inaccurate in any material respect as of such specific date); or

(c) any Loan Party shall default in the observance or performance of (i) any agreement contained in Section 8.4(a) (with respect to the Borrower only), Section 8.7(a) or Section 9 (other than Section 9.1); or (ii) Section 9.1; provided that an Event of Default under this clause (ii) is subject to cure pursuant to Section 11.3; provided further that an Event of Default under this clause (ii) shall not constitute an Event of Default for purposes of any Facility other than the Revolving Facility unless and until the Revolving Lenders have declared all such obligations to be immediately due and payable in accordance with Section 11.2(b) and such declaration has not been rescinded on or before such date; or

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 11.1), and such default shall continue unremedied for a period of thirty (30) days after notice to the Borrower from the Administrative Agent or the Required Lenders; or

(e) Holdings or any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation in respect of Indebtedness, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to (x) cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable or (y) to cause, with the giving of notice if required, any Group Member to purchase or redeem or make an offer to purchase or redeem such Indebtedness prior to its stated maturity; provided that a default, event or condition described in clause (i), (ii) or (iii) of this Section 11.1(e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this Section 11.1(e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $25,000,000; provided further that clause (iii) of this Section 11.1(e) shall not apply to secured Indebtedness that becomes due as

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a result of the voluntary Disposition of the property or assets securing such Indebtedness, if such Disposition is permitted hereunder and such Indebtedness that becomes due is paid upon such Disposition; or

(f) (i) Holdings, the Borrower or any Significant Restricted Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, examinership, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Holdings or any Significant Restricted Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Holdings, the Borrower or any Significant Restricted Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against Holdings, the Borrower or any Significant Restricted Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) Holdings, the Borrower or any Significant Restricted Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) Holdings, the Borrower or any Significant Restricted Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any Plan shall fail to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA or any Lien in favor of the PBGC or a Plan shall arise on the assets of Holdings, the Borrower, any Subsidiary, or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity shall, or is reasonably likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan, (vi) a Plan has failed to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA, or an application may be or has been made for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 302 or 304 of ERISA with respect to a Plan, (vii) a determination has been made that any Single Employer Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA, (viii) a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA, (ix) any contribution required to be made with respect to a Single Employer Plan, Multiemployer Plan or Non-U.S. Plan has not been timely made, (x) a Plan has an Unfunded Pension Liability or (xi) the imposition of liability under Title IV of ERISA with respect to any Plan (other than premiums due but not delinquent under Section 4007 of ERISA); and in each case in clauses (i) through (xi) above, such event or condition, together with all other such events or conditions, if any, has had, or could reasonably be expected to have, a Material Adverse Effect; or

(h) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not (x) paid or covered by insurance as to which the relevant insurance company has been notified of the claim and has not denied coverage or (y) covered by valid

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third party indemnification obligation from a third party which is Solvent and which third party is covered by insurance as to which the relevant insurance company has been notified of the claim and has not denied coverage) of $25,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

(i) any material Security Document shall cease, for any reason, to be in full force and effect, other than pursuant to the terms hereof or thereof, or any Loan Party or any Affiliate of any such Loan Party shall so assert, or any Lien created by any such Security Document shall cease to be enforceable and of the same effect and priority purported to be created thereby, or any Loan Party shall so assert, except (A) to the extent that (x) any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Agreement or from the failure of the Administrative Agent to file UCC continuation statements (or similar statements or filings in other jurisdictions) after notice of the requirement to do so by any Loan Party pursuant to the terms of any Loan Document and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has been notified and has not denied coverage and (y) the Loan Parties take such action as the Administrative Agent or the Collateral Agent may reasonably request to remedy such loss of perfection or priority or (B) the fair market value of assets affected thereby does not exceed $1,000,000; or

(j) any material Guarantee of any Guarantor contained in Section 10 shall cease, for any reason, to be in full force and effect, other than as provided for in Section 10.8, or any Loan Party or any Affiliate of any such Loan Party shall so assert; or

(k) a Change of Control shall occur.

11.2 Action in Event of Default.

(a) Except as otherwise provided in clause (b) below, upon any Event of Default specified in Section 11.1(f), the Commitments shall immediately terminate automatically and the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall automatically immediately become due and payable, and if any other Event of Default under Section 11.1 occurs, any or all of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Loan Commitments to be terminated forthwith, whereupon the Revolving Loan Commitments shall immediately terminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (iii) the Administrative Agent, in its capacity as Collateral Agent, may enforce all Liens and security interests created pursuant to the Security Documents. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any,

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shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon and all amounts drawn thereunder have been reimbursed in full and all other Obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made), the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 11.2, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

(b) Upon the occurrence of an Event of Default under Section 11.1(c)(ii) (a “Financial Covenant Event of Default”) that is uncured or unwaived, the Required Revolving Lenders may, so long as a Compliance Date continues to be in effect, (i) declare that such breach constitutes a Default for purposes of Sections 7.2 and 7.3 and (ii) on the date that is ten (10) Business Days after the date on which financial statements are required to be delivered for the applicable fiscal quarter, so long as the Borrower has provided a Notice of Intent to Cure with respect to such breach and, otherwise, immediately upon such breach, either (x) terminate the Revolving Loan Commitment and/or (y) take the actions specified in Section 11.2(a) in respect of the Revolving Loan Commitments and the Revolving Loans. In respect of a Financial Covenant Event of Default that is continuing, the Required Lenders may take the actions specified in Section 11.2(a) on the date that the Required Revolving Lenders terminate the Revolving Loan Commitment and accelerate all Obligations in respect of the Revolving Loan Commitment; provided that the Required Lenders may not take such actions if either (i) the Revolving Loans have been repaid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and the Revolving Loan Commitments have been terminated or (ii) the Financial Covenant Event of Default has been waived by either the Required Revolving Lenders or the Required Lenders.

11.3 Right to Cure.

(a) Solely for purposes of determining compliance with the Financial Covenant, on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered pursuant to Section 8.1 for any fiscal quarter (the “Equity Cure Period”), the Sponsors, any of their Affiliates or other Persons shall have the right to make an equity investment (which equity shall be common equity or Qualified Equity Interests) in Holdings in cash, which Holdings shall subsequently contribute to U.S. Holdings, and U.S. Holdings shall contribute to the Borrower on or prior to the expiration of the Equity Cure Period for such fiscal quarter, and such cash will, if so designated by the Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenant at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) there shall be no more than two quarters in each four consecutive fiscal quarter period in respect of which a Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with the Financial Covenant on a Pro Forma Basis, (c) no more than five Specified Equity Contributions shall be made during the term of this Agreement, (d) all Specified Equity Contributions shall be disregarded for purposes of any financial ratio determination under this Agreement other than for determining compliance with the Financial Covenant (and will not be credited as an addition to the Available Amount or Excluded Contribution) and (e) there shall be no reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter for which such Specified Equity Contribution was made.

(b) Upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the last day of the Equity Cure Period, neither the Administrative Agent nor any Lender shall exercise any

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rights or remedies under this Section 11 (or any rights and remedies under any other Loan Document that are available during the continuance of an Event of Default) on the basis of any failure to comply with the Total Leverage Covenant until the expiration of the Equity Cure Period.

11.4 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the Administrative Agent may apply, at such time or times as the Administrative Agent may elect, all or any part of the proceeds constituting Collateral in payment of the Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 11.2, the Administrative Agent shall, from time to time, apply the proceeds constituting Collateral, and all other amounts received on account of the Obligations), in the following order:

(a) First, to the payment of all costs and expenses of any sale, collection or other realization on the Collateral, including reimbursement for all costs, expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith (including, without limitation, all reasonable costs and expenses of every kind incurred in connection with any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including, without limitation, Section 9-615(a)(3) of the UCC)), and all amounts for which Administrative Agent is entitled to indemnification hereunder and under the other Loan Documents and all advances made by the Administrative Agent hereunder and thereunder for the account of any Loan Party (excluding principal and interest in respect of any Loans extended to such Loan Party), and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under this Agreement or any other Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent hereunder or under this Agreement or any other Loan Document, all in accordance with the terms hereof or thereof;

(b) Second, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including reasonable fees and disbursement of counsel payable under Section 13.1 and amounts payable under Section 2.11 and Section 5.5) payable to the Administrative Agent or the Collateral Agent in its capacity as such;

(c) Third, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including reasonable fees and disbursement of counsel payable under Section 13.1 and amounts payable under Section 2.11 and Section 5.5), ratably among them in proportion to the amounts described in this clause (c) payable to them;

(d) Fourth, for application by it pro rata to (i) repay the Swingline Lender for any then outstanding Swingline Loans to the extent Revolving Lenders have not funded their obligations to acquire participations therein, (ii) cure any Lender Default that has occurred and is continuing at such time and (iii) repay the Issuing Lender for any amounts not paid by L/C Participants pursuant to Section 3.4;

(e) Fifth, to the payment of that portion of all Obligations constituting accrued and unpaid interest and fees on the Loans, Commitments, Letters of Credit and Drawings, and any fees, premiums and scheduled periodic payments due under Cash Management Obligations or Specified Swap Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth payable to them;

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(f) Sixth, to the payment of that portion of the Obligations constituting unpaid principal of the Loans and Drawings (including to Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Cash Management Obligations or Specified Swap Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause (f) held by them;

(g) Seventh, to the payment of all other Obligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

(h) Eighth, any balance of such proceeds remaining after all of the Obligations shall have been satisfied by payment in full in immediately available funds (or in the case of Letters of Credit, terminated or Collateralized) and the Commitments shall have been terminated, be paid over to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

SECTION 12. ADMINISTRATIVE AGENT

12.1 Appointment. The Lenders hereby irrevocably designate and appoint Barclays Bank PLC as Administrative Agent (for purposes of this Section 12 and Section 13.1, the term “Administrative Agent” also shall include Barclays Bank PLC in its capacity as Collateral Agent pursuant to the Security Documents) to act as specified herein and in the other Loan Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates.

12.2 Nature of Duties. (a) The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents. Neither the Administrative Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it or them hereunder or under any other Loan Document or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

(b) Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each Joint Lead Arranger is named as such for recognition purposes only, and in its capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Loan Documents or the transactions contemplated hereby and thereby; it being understood and agreed that each Joint Lead Arranger shall be entitled to all indemnification and reimbursement rights in favor of the Administrative Agent as, and to the extent, provided for under Sections 12.6 and 13.1. Without limitation of the foregoing, each Joint Lead Arranger shall not, solely by reason of this Agreement or any other Loan Documents, have any fiduciary relationship in respect of any Lender or any other Person.

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12.3 Lack of Reliance on the Administrative Agent. Independently and without reliance upon the Administrative Agent, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of Holdings and its Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Holdings or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of Holdings or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

12.4 Certain Rights of the Administrative Agent. If the Administrative Agent requests instructions from the Required Lenders or the Required Revolving Lenders, as the case may be, with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders or the Required Revolving Lenders, as the case may be; and the Administrative Agent shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of the Required Lenders or the Required Revolving Lenders, as the case may be.

12.5 Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

12.6 Indemnification. To the extent the Administrative Agent (or any affiliate thereof) is required to be reimbursed or indemnified by the Borrower and has not been reimbursed and indemnified by the Borrower (and without limiting its obligation to do so), the Lenders will reimburse and indemnify the Administrative Agent (and any affiliate thereof), including without limitation in its capacity as Collateral Agent under the Loan Documents, in proportion to their respective “percentage” as used in determining the Required Lenders (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages,

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penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

12.7 The Administrative Agent in its Individual Capacity. With respect to its obligation to make Loans, or issue or participate in Letters of Credit, under this Agreement, the Administrative Agent shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term “Lender,” “Required Lenders,” “Required Revolving Lenders” or any similar terms shall, unless the context clearly indicates otherwise, include the Administrative Agent in its respective individual capacities. The Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to any Loan Party or any Affiliate of any Loan Party (or any Person engaged in a similar business with any Loan Party or any Affiliate thereof) as if they were not performing the duties specified herein, and may accept fees and other consideration from any Loan Party or any Affiliate of any Loan Party for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

12.8 Holders. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent and recorded in the Register. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.

12.9 Resignation by the Administrative Agent. (a) The Administrative Agent may resign from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving fifteen (15) Business Days’ prior written notice to the Lenders and the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Lender or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b), (c) and (d) below or as otherwise provided below.

(b) Upon any such notice of resignation by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval shall not be required if an Event of Default under Sections 11.1(a) or (f) then exists).

(c) If a successor Administrative Agent shall not have been so appointed within such fifteen (15) Business Day period, the Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed; provided that the Borrower’s consent shall not be required if an Event of Default under Section 11.1(a) or (f) then exists), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

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(d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above before the date that is twenty (20) Business Days after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and/or under any other Loan Document (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

(e) Upon a resignation of the Administrative Agent pursuant to this Section 12.9, the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Section 12 (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

(f) Resignation by an Issuing Lender.

(i) An Issuing Lender may resign from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving fifteen (15) Business Days’ prior written notice to the Lenders and the Borrower. Any resigning Issuing Lender (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Such resignation shall take effect pursuant to clauses (ii), (iii) and (iv) below or as otherwise provided below.

(ii) Upon any such notice of resignation by an Issuing Lender, the Required Lenders shall appoint a successor Issuing Lender hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, conditioned or delayed (provided that the Borrower’s approval shall not be required if an Event of Default under Section 11.1(f) then exists).

(iii) If a successor Issuing Lender shall not have been so appointed within such fifteen (15) Business Day period, the resigning Issuing Lender, with the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Borrower’s consent shall not be required if an Event of Default under Section 11.1(f) then exists), shall then appoint a successor Issuing Lender who shall serve as Issuing Lender hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Issuing Lender as provided above.

(iv) If no successor Issuing Lender has been appointed pursuant to clause (ii) or (iii) above within twenty (20) Business Days after the date such notice of resignation was given by such Issuing Lender, such Issuing Lender’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Issuing Lender hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Issuing Lender as provided above.

(v) Upon a resignation of an Issuing Lender pursuant to this Section 12.9(g), such Issuing Lender shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Section 12 (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of such Issuing Lender for all of its actions and inactions while serving as an Issuing Lender.

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12.10 Collateral Matters. (a) Each Secured Party authorizes and directs the Collateral Agent to enter into the Security Documents and any Intercreditor Agreement, other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of the Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document and any Intercreditor Agreement and other agreements or documents. Each Lender hereby agrees, and each holder of any Note and each other Secured Party by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders (or such greater number of Lenders as may be required hereunder) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

(b) The Secured Parties hereby authorize the Collateral Agent to release, at the Borrower’s sole cost and expense, any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.5, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10.

(c) The Collateral Agent shall have no obligation whatsoever to the Secured Parties or to any other Person to assure that the Collateral exists or is owned by any Secured Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

12.11 Parallel Debt.

(a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the

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Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).

(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.

(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.

(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:

(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and

(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.

(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

12.12 Delivery of Information. The Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Administrative Agent from any Loan Party, any Subsidiary, the Required

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Lenders, any Lender or any other Person under or in connection with this Agreement or any other Loan Document except (i) as specifically provided in this Agreement or any other Loan Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of the Administrative Agent at the time of receipt of such request and then only in accordance with such specific request.

SECTION 13. MISCELLANEOUS

13.1 Payment of Expenses, etc. The Borrower hereby agrees upon the occurrence of the Closing Date to: pay (without duplication) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers (including, the reasonable fees and disbursements of Cahill Gordon & Reindel LLP or other single counsel selected by the Administrative Agent and the reasonable fees and disbursements of a single local counsel to the Administrative Agent and Joint Lead Arrangers in each relevant jurisdiction and of a single special counsel to the Administrative Agent and Joint Lead Arrangers in each relevant specialty (in each case except allocated costs of in-house counsel)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver, modification, enforcement or consent relating hereto or thereto, of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates in connection with their syndication efforts with respect to this Agreement and of the Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case, the reasonable out-of-pocket costs and expenses of one special counsel, one consultant and one local counsel in each relevant jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, for the group of Issuing Lenders and the group of Lenders (limited to, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole). The Borrower hereby agrees to indemnify the Joint, Lead Arrangers, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees, disbursements and other charges for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for any affected Lenders, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or its equity holders, Affiliates, creditors or other person) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Materials of

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Environmental Concern at any Property; the generation, storage, transportation, handling or disposal of Materials of Environmental Concern by Holdings or any of its Subsidiaries at any location; the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Property; or any related claim asserted against Holdings, any of its Subsidiaries or any Property (collectively, the “Environmental Liabilities”); provided that no Indemnified Person will be indemnified for (i) any cost, expense or liability to the extent determined by a court of competent jurisdiction in a final and non-appealable decision to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing, or (B) a material breach under this Agreement or any other Loan Document by any such persons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent or any Swingline Lender or Issuing Lender in such capacity or which involves an act or omission by the Borrower or its Affiliates), (ii) any settlement entered into by such person without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed), (iii) any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person to the extent addressed in Section 2.11 or Section 2.12, except to the extent set forth therein. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents.

Without limiting the indemnification obligations of the proceeding paragraph of this Section 13.1, to the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non appealable decision).

This Section 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such sections.

13.2 Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, each Issuing Lender and each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Loan Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by the Administrative Agent, such Issuing Lender or such Lender (including, without limitation, by branches and agencies of the Administrative Agent, such Issuing Lender or such Lender wherever located) to or for the credit or the account of Holdings or any of its Subsidiaries against and on account of the Obligations and liabilities of the Loan Parties to the Administrative Agent, such

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Issuing Lender or such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender pursuant to Section 13.4, and all other claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not the Administrative Agent, such Issuing Lender or such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Sections 2.17(d) and (e) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, each Issuing Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

13.3 Notices. (a) Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopier or cable communication) and mailed, telegraphed, telecopied, cabled or delivered: if to any Loan Party, at the address specified opposite its signature below or in the other relevant Loan Documents; if to any Lender, at its address specified on Schedule II; and if to the Administrative Agent, at the Notice Office; or, as to any Loan Party or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Lender, at such other address as shall be designated by such Lender in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, when mailed, telegraphed, telecopied, or cabled or sent by overnight courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case may be, or sent by telecopier, except that notices and communications to the Administrative Agent and the Borrower shall not be effective until received by the Administrative Agent or the Borrower, as the case may be.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent. Each of the Administrative Agent, Holdings and the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

13.4 Benefit of Agreement; Assignments; Participations. (a) (i) Assignments. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void).

Subject to the conditions set forth in paragraph (a)(ii) below, any Lender may assign to one or more Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it and the Note or Notes (if any) held by it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A) in the case of any Lender, the Borrower; provided that such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days after notice by the Administrative Agent or the respective assigning Lender; provided further that no

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consent of the Borrower shall be required (x) in the case of any Lender, for an assignment of any Term Loan (other than with respect to Incremental Term Loans) and any Term Loan Commitment (other than with respect to Incremental Term Loan Commitments) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) if a Significant Event of Default has occurred and is continuing, any other Eligible Assignee;

(B) except, in the case of any Lender, with respect to an assignment of any Term Loan (other than with respect to Incremental Term Loans) and any Term Loan Commitment (other than with respect to Incremental Term Loan Commitments) to a Lender or an Affiliate of a Lender, the Administrative Agent; and

(C) with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Loan Commitment, the Swingline Lender and each Issuing Lender.

(ii) Assignment Conditions. Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (i) with respect to Term Loans, $1,000,000 and (ii) with respect to Revolving Loans and Revolving Loan Commitments, $5,000,000 (provided that in each case, that simultaneous assignments to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower otherwise consent;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and

(C) the Assignee, if it is not already a Lender hereunder, shall deliver to the Administrative Agent an administrative questionnaire and the IRS forms described in Section 5.5(b) (including the Non-Bank Certificate, as applicable) and any forms described in Section 5.5(c) (if applicable).

This Section 13.4(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(iii) Assignments to Permitted Auction Purchasers. Each Lender acknowledges that each Permitted Auction Purchaser is an Eligible Assignee hereunder and may purchase or acquire Term Loans hereunder from Lenders from time to time pursuant to (x) Dutch Auctions open to all Lenders on a pro rata basis or (y) open market purchases, in each case in accordance with the terms of this Agreement (including this Section 13.4), subject to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction,” in each case, and subject to the following further limitations:

(A) each Permitted Auction Purchaser agrees that, notwithstanding anything herein or in any of the other Loan Documents to the contrary, with respect to any Auction Purchase or

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other acquisition of Term Loans, (1) under no circumstances, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding, shall such Permitted Auction Purchaser be permitted to exercise any voting rights or other privileges with respect to any Term Loans and any Term Loans that are assigned to such Permitted Auction Purchaser shall have no voting rights or other privileges under this Agreement and the other Loan Documents and shall not be taken into account in determining any required vote or consent and (2) such Permitted Auction Purchaser shall not receive information provided solely to Lenders by the Administrative Agent or any Lender and shall not be permitted to attend or participate in meetings attended solely by Lenders and the Administrative Agent and their advisors; rather, all Loans held by any Permitted Auction Purchaser shall be automatically Cancelled immediately upon the purchase or acquisition thereof in accordance with the terms of this Agreement (including this Section 13.4);

(B) at the time any Permitted Auction Purchaser is making purchases of Loans pursuant to a Dutch Auction or open market purchase it shall enter into an Assignment and Assumption;

(C) immediately upon the effectiveness of each Auction Purchase or other acquisition of Term Loans, a Cancellation (it being understood that such Cancellation shall not constitute a voluntary repayment of Loans for purposes of this Agreement) shall be automatically irrevocably effected with respect to all of the Loans and related Obligations subject to such Auction Purchase for no consideration, with the effect that such Loans and related Obligations shall for all purposes of this Agreement and the other Loan Documents no longer be outstanding, and the Borrower and the Guarantors shall no longer have any Obligations relating thereto, it being understood that such forgiveness and cancellation shall result in the Borrower and the Guarantors being irrevocably and unconditionally released from all claims and liabilities relating to such Obligations which have been so cancelled and forgiven, and the Collateral shall cease to secure any such Obligations which have been so cancelled and forgiven; and

(D) at the time of such Purchase Notice and Auction Purchase or open market purchases, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) no proceeds of Revolving Loans are used to consummate the Auction Purchase.

Notwithstanding anything to the contrary herein, this Section 13.4(a)(iii) shall supersede any provisions in Sections 2.8 and 13.6 to the contrary.

(iv) Assignments to Affiliated Lenders. Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans to an Affiliated Lender (including Affiliated Investment Funds) through (1) Dutch Auctions open to all Lenders on a pro rata basis or (2) open market purchases, in each case in accordance with the terms of this Agreement (including Section 13.4), subject to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction,” in each case, and subject to the following further limitations:

(A) notwithstanding anything in Section 13.12 or the definition of “Required Lenders” to the contrary, (x) for purposes of determining whether the Lenders have (1) consented to any amendment, waiver or modification of any Loan Document (including such modifications pursuant to Section 13.12), (2) otherwise acted on any matter related to any Loan Document, (3) directed or required the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, or (4) subject to Section 2.14, voted on any plan of reorganization pursuant to Title 11 of the United States Code, that in either case does not require the consent of each Lender or each affected

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Lender or does not adversely affect such Restricted Affiliated Lender disproportionately in any material respect as compared to other Lenders, Restricted Affiliated Lenders will be deemed to have voted in the same proportion as Lenders that are not Restricted Affiliated Lenders voting on such matter and (y) Affiliated Investment Funds may not in the aggregate account for more than 49.9% of the amounts set forth in the calculation of Required Lenders and any amount in excess of 49.9% will be subject to the limitations set forth in clause (x) above;

(B) Restricted Affiliated Lenders shall not receive (i) information provided solely to Lenders by the Administrative Agent or any Lender and shall not be permitted to attend or participate in meetings or conference calls attended solely by Lenders and the Administrative Agent and their advisors, other than the right to receive notices of Borrowings, notices of prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Section 2 and (ii) advice of counsel to the Lenders or the Administrative Agent or challenge the attorney-client privilege afforded to such Persons;

(C) at the time any Affiliated Lender is making purchases of Loans pursuant to a Dutch Auction or an open market purchase it shall enter into an Assignment and Assumption;

(D) at the time of such Purchase Notice and Auction Purchase or open market purchase, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and

(E) the aggregate principal amount of all Term Loans that may be purchased by Restricted Affiliated Lenders through Dutch Auctions or assigned to the Restricted Affiliated Lenders through open market purchases shall in no event exceed, as calculated at the time of the consummation of any aforementioned Purchases or assignments, 20% of the aggregate principal amount of the Term Loans then outstanding.

Notwithstanding anything to the contrary herein, this Section 13.4(a)(iv) shall supersede any provisions in Sections 2.8 and 13.6 to the contrary.

(v) Novation. Subject to acceptance and recording thereof pursuant to Section 13.4(a)(vi) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 5.5 and 13.1). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations if such transaction complies with the requirements of Section 13.4.

(vi) Acceptance and Register. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), together with (x) any processing and recordation fee and (y) any written consents to such assignment required by Section 13.4, the Administrative Agent shall promptly accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

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(vii) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations in respect of Term Loans and/or Revolving Loan Commitments to one or more banks or other entities (other than a Disqualified Lender, a natural person or a Defaulting Lender) (a “Participant”) in all or a portion of such Lender’s rights and obligations with respect thereto; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, each Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; provided further that any Permitted Auction Purchaser or Affiliated Lender shall only be permitted to be a Participant to the extent such Permitted Auction Purchaser or Affiliated Lender would otherwise be permitted to receive an assignment pursuant to Section 13.4(a). Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the first or second proviso of Section 13.12(a) and (2) directly affects such Participant. Each Lender that sells a participation shall, acting solely for U.S. federal income tax purposes as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the commitment of, and the principal amounts (and stated interest) of, each Participant’s interest in the Loans, L/C Obligations or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, L/C Obligations or its other obligations under any Loan Document) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan, L/C Obligation or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The entries in the Participant Register shall be conclusive and binding absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(viii) The Borrower agrees that (x) each Participant shall be entitled to the benefits of Sections 2.11 and 2.12 (subject to the requirements of those sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.4(a) and (y) each Participant shall be entitled to the benefits of Section 5.5 if the Borrower is notified that a participation has been sold and such Participant agrees, for the benefit of the Borrower, to comply with the requirements of Section 5.5 to the same extent as if it were a Lender that had acquired its interest by assignment pursuant to Section 13.4(a) (and for the purposes of the definitions of Excluded Taxes, Indemnified Taxes, Other Taxes and Taxes, such Participant shall be treated as if it were a Lender). Notwithstanding the foregoing, no Participant shall be entitled to receive any greater payment under Section 2.11 or 5.5 than the applicable participating Lender would have been entitled to receive in respect of the amount of the participation transferred by such participating Lender to such Participant had no such participation occurred, except to the

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extent such entitlement to receive a greater payment results from a Change in Tax Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.2.

(b) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 13.4 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

(c) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in Section 13.4.

(d) Each Lender, upon succeeding to an interest in Commitments or Loans, as the case may be, represents and warrants as of the effective date of the applicable Assignment and Assumption that it is an Eligible Assignee.

Notwithstanding the foregoing provisions of this Section 13.4 or any other provision of this Agreement, if the Borrower shall have consented thereto in writing in its sole discretion, the Administrative Agent shall have the right, but not the obligation, to effectuate assignments of Loans, Incremental Term Loan Commitments and Term Loan Commitments via an electronic settlement system acceptable to the Administrative Agent and the Borrower as designated in writing from time to time to the Lenders by the Administrative Agent (the “Settlement Service”). At any time when the Administrative Agent elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed Assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be subject to the prior written approval of the Borrower and shall be consistent with the other provisions of this Section 13.4. Each assigning Lender and proposed Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loans, Incremental Term Loan Commitments and Term Loan Commitments pursuant to the Settlement Service. Assignments and assumptions of Loans, Incremental Term Loan Commitments and Term Loan Commitments shall be effected by the provisions otherwise set forth herein until the Administrative Agent notifies Lenders of the Settlement Service as set forth herein. The Borrower may withdraw its consent to the use of the Settlement Service at any time upon notice to the Administrative Agent, and thereafter assignments and assumptions of the Loans, Incremental Term Loan Commitments and Term Loan Commitments shall be effected by the provisions otherwise set forth herein.

13.5 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between the Borrower or any other Loan Party and the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and remedies herein or in any other Loan Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender would otherwise have. No notice to or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender to any other or further action in any circumstances without notice or demand.

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13.6 Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata (or in accordance with Section 11.4, as applicable) based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

(b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, Unpaid Drawings, Commitment Fees or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Loan Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

(c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 13.6(a) and (b) shall be subject to the express provisions of this Agreement that (i) require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders and (ii) permit disproportionate payments with respect to the Loans as, and to the extent, expressly provided herein. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (i) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent, each Issuing Lender, Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (ii) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

13.7 [Reserved].

13.8 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT

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SHALL, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN ALL LOAN DOCUMENTS GOVERNED BY OR EXPRESSED TO BE GOVERNED BY FOREIGN LAW), EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH PERSON, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN ALL LOAN DOCUMENTS GOVERNED BY OR EXPRESSED TO BE GOVERNED BY FOREIGN LAW) BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH PERSON. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST HOLDINGS, U.S. HOLDINGS, THE BORROWER OR ANY SUBSIDIARY GUARANTORS IN ANY OTHER JURISDICTION.

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN ALL LOAN DOCUMENTS GOVERNED BY OR EXPRESSED TO BE GOVERNED BY FOREIGN LAW) BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

13.9 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. Delivery of an executed counterpart by facsimile or electronic transmission shall be as effective as delivery of an original executed counterpart.

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13.10 Effectiveness. This Agreement shall become effective on the date (the “Closing Date”) on which (a) Holdings, U.S. Holdings, the Borrower, each Subsidiary Guarantor, the Administrative Agent, each Joint Lead Arranger and each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent at the Notice Office or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or telex notice (actually received) at such office that the same has been signed and mailed to it and (b) the conditions precedent set forth in Section 7.1 have been satisfied or waived. The Administrative Agent will give Holdings, the Borrower and each Lender prompt written notice of the occurrence of the Closing Date.

13.11 Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Loan Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings may be released from, the Guarantee and the Security Documents without the consent of the Required Lenders or all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.7(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)) or of any scheduled repayment of the Term Loans, (ii) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Documents) under all the Security Documents or this Agreement, respectively, (iii) amend, modify or waive any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date) or (iv) reduce the “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date); provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting Lender) (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect

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to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.

(b) Notwithstanding the foregoing: (I) only the consent of the Required Revolving Lenders shall be necessary to (i) amend, waive or modify the terms and provisions of Section 9.1 and the first sentence of Section 11.2(b) (and related definitions as used in such Sections, but not as used in other Sections of this Agreement) and no such amendment, waiver or modification of any such terms or provisions (and related definitions as used in such Sections, but not as used in other Sections of this Agreement) shall be permitted without the consent of the Required Revolving Lenders, (ii) amend, modify or waive any condition precedent set forth in Section 7.2 or 7.3 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit or (iii) amend, modify or waive any provision of this Agreement that solely affects the Revolving Lenders in respect of such Revolving Facility, including (except as explicitly provided in the first proviso of Section 13.12(a)), the final scheduled maturity, interest, Fees, prepayment penalties and voting in respect of the Revolving Facility; (II) only the consent of the Required Term Lenders shall be necessary to (i) amend, modify or waive any provision of this Agreement that solely affects the Term Lenders in respect of any Term Facility, including (except as explicitly provided in the first proviso of Section 13.12(a)), the final scheduled maturity, interest, Fees, prepayment penalties and voting in respect of the Term Facility or (ii) amend, modify or waive any condition precedent set forth in Section 7.2 or 7.3 with respect to the making of Term Loans; and (III) only the consent of the Required Lenders constituting Incremental Lenders shall be necessary to (i) amend, modify or waive any condition precedent set forth in the applicable Incremental Amendment or Section 7.2 or 7.3 with respect to the making of the applicable Incremental Loans or (ii) amend, modify or waive any provision of this Agreement or the applicable Incremental Amendment that solely affects the applicable Incremental Lenders in respect of the applicable Incremental Facility, including (except as explicitly provided in the first proviso of Section 13.12(a)), the final scheduled maturity, interest, Fees, prepayment penalties and voting in respect of the applicable Incremental Facility.

(c) Notwithstanding the provisions of Section 13.12(a), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement or to increase the amount of the existing facilities under this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof, (ii) to permit any such additional credit facility which is a term loan facility or any such increase in the Term Facility to share ratably in prepayments with the Term Loans, (iii) to permit any such additional credit facility which is a revolving loan facility or any such increase in the Revolving Facility to share ratably in prepayments with the Revolving Facility and (iv) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

(d) Notwithstanding the provisions of Section 13.12(a), this Agreement and the other Loan Documents may be amended in connection with any Permitted Amendment pursuant to a Loan Modification Offer in accordance with Section 2.17 (and the Administrative Agent and the Borrower may effect such amendments to this Agreement, any Intercreditor Agreement (or enter into a replacement thereof) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the terms of such Permitted Amendment).

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(e) Notwithstanding the provisions of Section 13.12(a), but subject to Section 5.1(b), this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the Refinancing or modification of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan hereunder (“Replacement Term Loans”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such Refinancing and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable (unless all remaining Lenders have the benefit of any more favorable terms) to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such Refinancing.

(f) Notwithstanding the provisions of Section 13.12(a), this Agreement and the other Loan Documents may be amended or amended and restated as contemplated by Section 2.15 in connection with any Incremental Amendment and any increase in or new Commitments or Loans, with the consent of the Borrower, the Administrative Agent and the Incremental Term Lenders or Incremental Revolving Lenders (as applicable) providing such increased or new Commitments or Loans. In addition, the Administrative Agent may enter into an Intercreditor Agreement (or amend, supplement or modify and existing Intercreditor Agreement) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the terms of any Incremental Term Loans or Incremental Revolving Commitments.

(g) Notwithstanding the provisions of Section 13.12(a), this Agreement and the other Loan Documents may be amended or amended and restated as contemplated by Section 2.18 in connection with any Refinancing Amendment and the Lenders providing the Other Term Loans and Other Revolving Loans. In addition, the Administrative Agent may enter into an Intercreditor Agreement (or amend, supplement or modify and existing Intercreditor Agreement) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the terms of any Other Term Loans and Other Revolving Loan.

(h) Notwithstanding the provisions of Section 13.12(a), any provision of this Agreement may be amended by an agreement in writing entered into by Holdings, the Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Issuing Lender and the Swingline Lender) if (i) by the terms of such agreement the Commitment (if any) of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.4) in full of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement

(i) Notwithstanding anything to the contrary contained in this Section 13.12, (x) Security Documents (including any Security Documents) and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document

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or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and any Loan Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents (other than the Security Documents), then the Administrative Agent and the Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

(j) Notwithstanding the provisions of Section 13.12(a), the Administrative Agent may amend an Intercreditor Agreement (or enter into a replacement thereof), any Security Documents and/or replacement Security Documents (including a collateral trust agreement) in connection with the incurrence of (a) any Indebtedness permitted under Section 9.2 to provide that a Senior Representative acting on behalf of the holders of such Indebtedness shall become a party thereto and shall have rights to share in the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and (b) any Indebtedness permitted under Section 9.2 to provide that a Senior Representative acting on behalf of the holders of such Indebtedness shall become a party thereto and shall have rights to share in the Collateral on a second lien, subordinated basis to the Obligations and the obligations in respect of any Indebtedness described in clause (a) above.

13.13 Survival. All indemnities set forth herein including, without limitation, in Sections 2.11, 2.12, 3.6, 5.5, 12.6 and 13.1 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Obligations.

13.14 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 13.14 would, at the time of such transfer, result in increased costs under Section 2.11, 2.12, 3.6 or 5.5 from those being charged by the respective Lender prior to such transfer, then no Borrower shall be obligated to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes in any applicable law, treaty, government rule, regulation, guideline or order, or in the official interpretation thereof, after the date of the respective transfer).

13.15 Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this Section 13.15, to maintain a register (the “Register”) on which it will record from time to time the name and address of each Lender and each Issuing Lender, the Commitments, the principal amounts of the Loans, L/C Obligations and any other obligations under the Loan Documents, and the amounts of stated interest due thereon, owing to each Lender and each Issuing Lender pursuant the terms hereof and any Note. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations in respect of such Loans, L/C Obligations or other obligations under the Loan Documents. With respect to any Lender or Issuing Lender, the transfer of the Commitments of such Lender or Issuing Lender and the rights to the principal of, and interest on, any Loans, L/C Obligations and any other obligations under the Loan Documents owing to such Lender or Issuing Lender shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans, L/C Obligations and other obligations under the Loan Documents shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments, Loans, L/C Obligations or other obligations under the Loan Documents shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption pursuant to Section 13.4. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender and/or Issuing

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Lender for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (but only, in the case of a Lender, at the Administrative Agent’s Office and with respect to any entry relating to such Lender’s Commitments, Loans, L/C Obligations and other Obligations), at any reasonable time and from time to time upon reasonable prior notice. Coincident with the delivery of such an Assignment and Assumption to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assignee or transferee Lender at the request of any such Lender. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 13.15 to the same extent that the Administrative Agent is otherwise indemnified pursuant to Section 13.1.

13.16 Confidentiality. (a) Subject to the provisions of clause (b) of this Section 13.16, each Lender agrees that it will not disclose without the prior consent of the Borrower (other than to its employees, auditors, advisors, agents, representatives or counsel or to another Lender if such Lender or such Lender’s holding or parent company in its sole discretion determines that any such party should have access to such information, provided such Persons shall be subject to the provisions of this Section 13.16 to the same extent as such Lender) any information with respect to Holdings or any of its Subsidiaries which is now or in the future furnished pursuant to this Agreement or any other Loan Document; provided that any Lender may disclose any such information (i) as has become generally available to the public other than by virtue of a breach of this Section 13.16(a) by the respective Lender, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors, (iii) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) to the Administrative Agent or the Collateral Agent, (vi) to any direct or indirect contractual counterparty in any swap, hedge or similar agreement (or to any such contractual counterparty’s professional advisor), so long as such contractual counterparty (or such professional advisor) agrees to be bound by the provisions of this Section 13.16 or substantially similar terms and (vii) to any prospective or actual transferee or Participant in connection with any contemplated transfer or participation of any of the Notes or Commitments or any interest therein by such Lender; provided that such prospective transferee agrees to be bound by the confidentiality provisions contained in this Section 13.16 or substantially similar terms.

(b) Each of Holdings and the Borrower hereby acknowledges and agrees that each Lender may share with any of its affiliates, and such affiliates may share with such Lender, any information related to Holdings or any of its Subsidiaries (including, without limitation, any non-public customer information regarding the creditworthiness of Holdings and its Subsidiaries); provided that such Persons shall be subject to the provisions of this Section 13.16 to the same extent as such Lender.

13.17 Patriot Act. Each Lender subject to the Patriot Act hereby notifies Holdings and the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Holdings, the Borrower and the other Loan Parties and other information that will allow such Lender to identify Holdings, the Borrower and the other Loan Parties in accordance with the Patriot Act.

13.18 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the

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Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

13.19 Judgment Currency. (a) The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in the respective Available Currency (the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Collateral Agent or the respective Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent or such Lender under this Agreement or the other Loan Documents. If for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the applicable Alternate Currency Equivalent or the Dollar Equivalent thereof, as the case may be, and, in the case of other currencies, the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the day on which the judgment is given (such day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate or exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining the Dollar Equivalent or the applicable Alternate Currency Equivalent or any other rate of exchange for this Section 13.19, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

13.20 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower acknowledges and agrees, and acknowledges its Affiliates’’ understanding, that: (a)(i) no fiduciary, advisory or agency relationship between Holdings and its Subsidiaries and the Administrative Agent, any Joint Lead Arranger, any L/C Issuer, any Swingline Lender or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, any Joint Lend Arranger, any L/C Issuer, any Swingline Lender or any Lender has advised or is advising Holdings or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders are arm’s-length commercial transactions between Holdings and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders, on the other hand, (iii) the Borrower has consulted

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its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b)(i) the Administrative Agents, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed, in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower or any of its Affiliates and none of the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, each of Holdings and the Borrower hereby waives and releases any respective claims that either may have against the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

[Signature pages follow]

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EXECUTION VERSION

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly Authorized Officers as of the day and year first above written.

THE BORROWER:	ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.)
	By:	/s/ Howard Hochhauser
		Name Howard Hochhauser
		Title: Chief Financial Officer
GUARANTORS:	ANVIL US 1 LLC
	By:	/s/ Howard Hochhauser
		Name Howard Hochhauser
		Title: Chief Financial Officer
	GLOBAL GENERATIONS INTERNATIONAL INC.
	By:	/s/ Nic Volpi
		Name Nic Volpi
		Title: Vice President
	ANCESTRY.COM LLC
	By:	/s/ Howard Hochhauser
		Name Howard Hochhauser
		Title: Manager
	ANCESTRY.COM DNA, LLC
	By:	/s/ Howard Hochhauser
		Name Howard Hochhauser
		Title: Chief Financial Officer
	iARCHIVES, INC.
	By:	/s/ Howard Hochhauser
		Name Howard Hochhauser
		Title: Chief Financial Officer

EXECUTION VERSION

TGN SERVICES, LLC
By:	/s/ Howard Hochhauser
	Name Howard Hochhauser
	Title: Chief Financial Officer

WE’RE RELATED, LLC
By:	/s/ Howard Hochhauser
	Name Howard Hochhauser
	Title: Chief Financial Officer

EXECUTION VERSION

BARCLAYS BANK PLC, as Administrative Agent, Issuing Lender, Swingline Lender and a Lender
By:	/s/ Christina Park
	Name:	Christina Park
	Title:	Managing Director
MORGAN STANLEY BANK, N.A., as a Lender
By:	/s/ Andrew W. Earls
	Name:	Andrew W. Earls
	Title:	VP
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By:	/s/ Ari Bruger
	Name:	Ari Bruger
	Title:	Vice President
By:	/s/ Alex Verdone
	Name:	Alex Verdone
	Title:	Associate
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By:	/s/ Courtney E. Meehan
	Name:	Courtney E. Meehan
	Title:	Vice President
By:	/s/ Evelyn Thierry
	Name:	Evelyn Thierry
	Title:	Director
ROYAL BANK OF CANADA, as a Lender
By:	/s/ Mark Gronich
	Name:	Mark Gronich
	Title:	Authorized Signatory
HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Jean Frammolino
	Name:	Jean Frammolino
	Title:	Vice President

EXECUTION VERSION

Schedule I

Lenders and Commitments

Lender	Term Loan Commitment		Revolver Commitment
Barclays Bank PLC	$	670,000,000	$	9,000,000
Morgan Stanley Bank, N.A.		N/A	$	9,000,000
Credit Suisse AG, Cayman Islands Branch		N/A	$	9,000,000
Deutsche Bank AG New York Branch		N/A	$	9,000,000
Royal Bank of Canada		N/A	$	9,000,000
HSBC Bank USA, National Association		N/A	$	5,000,000
TOTAL:	$	670,000,000	$	50,000,000

Schedule II

Notice Addresses

On file with Administrative Agent.

SCHEDULE 1.1(a)

Mandatory Costs

1. The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from a lending office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that lending office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that lending office.

4. The Additional Cost Rate for any Lender lending from a lending office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a) in relation to a Loan in Pounds Sterling:

AB - C(B - D) - E x 0.01	per cent per annum
100 – (A + C)

(b) in relation to a Loan in Euro:

E x 0.01	per cent per annum.
300

Where:

A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B is the percentage rate of interest (excluding the Applicable Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Section 2.9(d)) payable for the relevant Interest Period on the Loan.

C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits.

E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Base Reference Banks to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule 1.1(a):

(c) “Base Reference Banks” means the principal London offices of Barclays Bank PLC, as Administrative Agent, or such other banks as may be appointed by the Administrative Agent in consultation with the Borrower.

(d) “Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(e) “Fees Rules” means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(f) “Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

(g) “Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules; and

(h) “Unpaid Sum” means any sum due and payable but unpaid by a Loan Party under the Loan Documents.

6. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7. If requested by the Administrative Agent, each Base Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the

Administrative Agent, the rate of charge payable by that Base Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Base Reference Bank as being the average of the Fee Tariffs applicable to that Base Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Base Reference Bank.

8. Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(i) the jurisdiction of its lending office; and

(j) any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

9. The percentages of each Lender for the purpose of A and C above and the rates of charge of each Base Reference Bank for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a lending office in the same jurisdiction as its lending office.

10. The Administrative Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Base Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11. The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Base Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12. Any determination by the Administrative Agent pursuant to this Schedule 1.1(a) in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

13. The Administrative Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all parties hereto any amendments which are required to be made to this Schedule 1.1(a) in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

Schedule 6.7

Litigation

1. Following the announcement on October 22, 2012 of the execution of the Merger Agreement, the following complaints were filed in the Delaware Court of Chancery challenging the proposed acquisition of the Borrower: Heck v. Sullivan, et al. (C.A. No. 7983), Smilow v. Ancestry.com Inc., et al. (C.A. No. 7987), Boca Raton Police & Firefighters’ Retirement System v. Billings, et al. (C.A. No. 7989), Pontiac General Employees Retirement System v. Billings (C.A. No. 7988), Dale G. & Donella M. Jacobs Trust v. Ancestry.com Inc., et al. (C.A. No. 8004), Palumbo et ano. v. Spectrum Equity Investors LP, et al. (C.A. No. 8016), Windemuth v. Ancestry.com Inc., et al. (C.A. No. 8013), Althaver v. Ancestry.com Inc., et al. (C.A. No. 8023), and Steamfitters Local 449 Pension Fund v. Ancestry.com Inc., et al. (C.A. No. 8034). Each of these litigations is a putative class action filed on behalf of the public stockholders of Ancestry.com and names as defendants, among others, the Borrower, its directors, U.S. Holdings and Merger Sub. All of these actions have been consolidated as In re: Ancestry.com Inc. Shareholder Litigation (Consolidated C.A. No. 7988). The complaints generally allege that the individual defendants breached their fiduciary duties in connection with their consideration and approval of the merger and that the entity defendants aided and abetted those breaches. The complaints seek, among other relief, declaratory and injunctive relief enjoining the merger. On November 14, 2012, the court entered a scheduling order in In re: Ancestry.com Inc. Shareholder Litigation (Consolidated C.A. No. 7988) providing for expedited discovery and setting a hearing on plaintiffs’ motion for a preliminary injunction for December 17, 2012. On December 17, 2012, the Delaware Court of Chancery heard argument in In re: Ancestry.com Inc. Shareholder Litigation on plaintiffs’ motion to preliminarily enjoin the proposed merger between the Borrower and U.S. Holdings and the upcoming special meeting of the Borrower’s stockholders. At the conclusion of the hearing, the Court required that the Borrower disclose certain information before the special meeting of the Borrower’s stockholders could proceed and otherwise denied the substantive aspects of the motion for a preliminary injunction. The information required to be disclosed by the Court was disclosed by the Borrower on December 19, 2012.

2. Following the announcement on October 22, 2012 of the execution of the Merger Agreement, the Borrower received an appraisal notice from Cede & Co., the nominee of The Depository Trust Company (“DTC”) and holder of record of shares of the Borrower. The notice provides that DTC has been informed by a participant, J.P. Morgan Clearing Corp (“Ancora Participant”), that 80,000 shares (the “Ancora Shares”) are beneficially owned by The Ancora Merger Arbitrage Fund, LP, a customer of the Ancora Participant. The notice further provides that in accordance with instructions received from the Ancora Participant on behalf of its customer, Cede & Co. asserts appraisal (or dissenters’) rights with respect to the Ancora Shares.

3. Following the announcement on October 22, 2012 of the execution of the Merger Agreement, the Borrower received an appraisal notice from Cede & Co., the nominee of DTC and holder of record of shares of the Borrower. The notice provides that DTC has been informed by a participant, J.P. Morgan Clearing Corp. (the “Merlin JPM Participant”), that 80,000 shares (the “Merlin JPM Shares”) are beneficially owned by Merlin Partners, LP, a customer of the Merlin JPM Participant. The notice further provides that in accordance with instructions received from the Merlin JPM Participant on behalf of its customer, Cede & Co. asserts appraisal (or dissenters’) rights with respect to the Merlin JPM Shares.

4. Following the announcement on October 22, 2012 of the execution of the Merger Agreement, the Borrower received an appraisal notice from Cede & Co., the nominee of DTC and holder of record of shares of the Borrower. The notice provides that DTC has been informed by a participant, Goldman Sachs Execution and Clearing L.P. (the “Merion Goldman Participant”), that 1,255,000 shares (the “Merion Goldman Shares”) are beneficially owned by Merion Capital L.P., a customer of the Merion Goldman Participant. The notice further provides that in accordance with instructions received from the Merion Goldman Participant on behalf of its customer, Cede & Co. asserts appraisal (or dissenters’) rights with respect to the Merion Goldman Shares.

5. Following the announcement on October 22, 2012 of the execution of the Merger Agreement, the Borrower received an appraisal notice from Cede & Co., the nominee of DTC and holder of record of shares of the Borrower. The notice provides that DTC has been informed by a participant, J.P. Morgan Clearing Corp. (the “Kettleton Participant”), that 60,000 shares (the “Kettleton Shares”) are beneficially owned by Kettleton Multi-Year Holdings LLC, a customer of the Kettleton Participant. The notice further provides that in accordance with instructions received from the Kettleton Participant on behalf of its customer, Cede & Co. asserts appraisal (or dissenters’) rights with respect to the Kettleton Shares.

6. Following the announcement on October 22, 2012 of the execution of the Merger Agreement, the Borrower received an appraisal notice from Cede & Co., the nominee of DTC and holder of record of shares of the Borrower. The notice provides that DTC has been informed by a participant, Merrill Lynch, Pierce, Fenner & Smith Inc. (the “Verition Participant”), that 649,620 shares, (the “Verition Shares”) are beneficially owned by Verition Multi-Strategy Master Fund LTD, a customer of the Verition Participant. The notice further provides that in accordance with instructions received from the Verition Participant on behalf of its customer, Cede & Co. asserts appraisal (or dissenters’) rights with respect to the Verition Shares.

Schedule 6.16

Subsidiaries

Subsidiary	Jurisdiction of Incorporation or Formation	Authorized Capital Stock	Issued and Outstanding Capital Stock	Equity Owner (all ownership is 100% unless otherwise noted)
Global Generations International Inc.	Delaware	1,000	100	Anvil US 1 LLC
Ancestry.com Inc.	Delaware	1,000	100	Global Generations International Inc.
Ancestry.com Operations Inc.	Delaware	1,000 shares, par value $0.0001	1,000	Ancestry.com Inc.
We’re Related, LLC	Delaware	n/a	100 Units	Ancestry.com Operations Inc.
iArchives, Inc.	Utah	1,000 shares no par value	1,000	Ancestry.com Operations Inc.
Ancestry.com LLC	Delaware	n/a	n/a	Ancestry.com Operations Inc.
TGN Services, LLC	Delaware	n/a	n/a	Ancestry.com Operations Inc.
Ancestry.com DNA, LLC	Delaware	n/a	n/a	Ancestry.com Operations Inc.
Ancestry Information Holdings I Limited	Ireland; resident in the Cayman Islands	1,000,000 Shares of 1 € each	1,000	Ancestry.com LLC
Ancestry Information Holdings II Limited	Ireland; resident in the Cayman Islands	1,000,000 Shares of 1 € each	1,000	Ancestry Information Holdings I Limited
Ancestry.com International LLC	Delaware	n/a	n/a	Ancestry Information Holdings II Limited
Ancestry International GP	Delaware	n/a	n/a	Ancestry.com International LLC holds 0.1%; Ancestry Information Holdings II Limited holds 99.9%
Ancestry Information Holdings Company	Ireland; resident in the Cayman Islands	1,000,000 Shares of 1 € each	1,000	Ancestry Information Holdings II Limited holds 999 shares; Ancestry International GP holds 1 share

Ancestry Ireland LLC	Delaware	n/a	n/a	Ancestry Information Holdings Company
Ancestry Ireland DNA LLC	Delaware	n/a	n/a	Ancestry Information Holdings Company
Ancestry Ireland II LLC	Delaware	n/a	n/a	Ancestry Ireland LLC
Ancestry Ireland GP	Delaware	n/a	n/a	Ancestry Ireland II LLC holds 0.1%; Ancestry Ireland LLC holds 99.9%
Ancestry Information Operations Company	Ireland	1,000,000 Shares of 1 € each	1,000	Ancestry Ireland LLC holds 999 shares; Ancestry Ireland GP holds 1 share
Ancestry Ireland DNA II LLC	Delaware	n/a	n/a	Ancestry Ireland DNA LLC
Ancestry Ireland DNA GP	Delaware	n/a	n/a	Ancestry Ireland DNA II LLC holds 0.1%; Ancestry Ireland DNA LLC holds 99.9%
Ancestry International DNA Company	Ireland	1,000,000 Shares of 1 € each	1,000	Ancestry Ireland LLC holds 999 shares; Ancestry Ireland GP holds 1 share
Ancestry.com UK (Commerce) Limited	UK	1,000 shares of £ 1 each	1,000	Ancestry Information Operations Company
Ancestry.com UK Limited	UK	1,000 shares of £ 1 each	1,000	Ancestry Information Operations Company
Ancestry.com Europe S.à r.l.	Luxembourg	25,000 shares of $1 (USD) each	25,000	Ancestry Information Operations Company
Genline AB	Sweden	10,000 shares of 100 SEK each	10,000	Ancestry Information Operations Company

Ancestry.com Australia Pty Ltd	Australia	n/a	100 Shares	Ancestry Information Operations Company
Ancestry.com Canada Company	Nova Scotia	Unlimited Shares authorized	1,001 Shares	Ancestry Information Operations Company
Ancestry.com Deutschland GmbH	Germany	n/a	€ 25,000 (stated capital)	Ancestry.com UK Limited
Ancestry.com Italia S.r.L.1	Italy	n/a	€10,000	Ancestry.com UK Limited
Info Rich (Hong Kong) Limited	Hong Kong	$10,000 (HK$)	$10,000 (HK$)	Ancestry.com Operations Inc.
Generations Information Technology (Beijing) Co. Ltd.	China	USD 3.6 million	USD 2.85 million	Info Rich (Hong Kong) Limited
Beijing Generations Internet Information Services Co. Ltd.	China	RMB 4.054 million	RMB 4.054 million	(Contractually controlled)
Ancelux 3 S.àr.l.	Luxembourg	22,000	22,000	Anvil US 1 LLC
Anvilire Limited	Ireland	1,000,000	18,001	Anvil US 2 LLC
Ancelux 4 Sà.r.l.	Luxembourg	18,000	18,000	Anvilire Limited

¹  The Borrower is in the process of dissolving Ancestry.com Italia S.r.L., which is expected to be completed by the end of the second quarter in 2013.

Schedule 6.19(a)

Security Documents

Grantor	Type of Filing	Filing Office
Anvil US 1 LLC	UCC-1	Delaware Secretary of State
Global Generations International Inc.	UCC-1	Delaware Secretary of State
Ancestry.com Inc.	UCC-1	Delaware Secretary of State
Ancestry.com Operations Inc.	UCC-1	Delaware Secretary of State
We’re Related, LLC	UCC-1	Delaware Secretary of State
Ancestry.com LLC	UCC-1	Delaware Secretary of State
TGN Services, LLC	UCC-1	Delaware Secretary of State
Ancestry.com DNA, LLC	UCC-1	Delaware Secretary of State
iArchives, Inc.	UCC-1	Utah Department of Commerce, Division of Corporations and Commercial Code
Ancestry.com Operations Inc.	Copyright Security Agreement between Ancestry.com Operations Inc. and Barclays Bank PLC	United States Copyright Office
Ancestry.com Operations Inc., Ancestry.com DNA, LLC, and iArchives.com, Inc.	Patent Security Agreement among Ancestry.com Operations Inc., Ancestry DNA, LLC, iArchives, Inc. and Barclays Bank PLC	United States Patent and Trademark Office
Ancestry.com Operations Inc., Ancestry.com DNA, LLC, iArchives, Inc., and TGN Services, LLC	Trademark Security Agreement among Ancestry.com Operations Inc., Ancestry.com DNA, LLC, iArchives, Inc., TGN Serviecs, LLC and Barclays Bank PLC	United States Patent and Trademark Office

Schedule 6.19(b)

Owned Real Property

None.

Exhibit A

Schedule 7.1(g)

Local Counsel Opinions

Entity	Jurisdiction	Local Counsel
BORROWER COUNSEL
U.S. Loan Parties other than iArchives, Inc.	Delaware	Fried, Frank, Harris, Shriver & Jacobson LLP
iArchives, Inc.	Utah	Snell & Wilmer L.L.P.

Exhibit A

Schedule 8.12

Post-Closing Matters With Respect to Certain Entities

A. Requirements:

1. Subject to the Security and Guarantee Principles, within ninety (90) days following the Closing Date (as such date may be extended by the Administrative Agent in its sole discretion), Holdings shall, and shall cause each of the entities listed in Section B below to deliver to the Administrative Agent, in each case, in form and substance reasonably satisfactory to the Administrative Agent, duly executed instruments, documents and agreements to become a Subsidiary Guarantor and guarantee the obligations and effect the granting and perfection of a first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties in substantially all of the Collateral of such entity and an opinion of counsel listed in Section B below confirming such guarantee, pledge and perfection; including, without limitation, the following:

a. A Guarantor Joinder Agreement;

b. A Collateral Certificate in the form attached hereto as Annex A; and

c. Each other Security Document necessary for the granting and perfection of such first priority security interests

B. Entities:

Entity Name	Jurisdiction of Incorporation	Local Counsel Opinion
Ancelux 3 S.àr.l.	Lux	Clifford Chance LLP
Anvil US 2 LLC	US	Fried, Frank, Harris, Shriver & Jacobson LLP
Ancelux 4 Sàr.l.	Lux	Clifford Chance LLP
Anvilire Limited	Ireland	A&L Goodbody

C. Insurance Endorsements:

1. The Loan Parties shall deliver, not later than fifteen (15) Business Days after the Closing Date (or such longer period as may be agreed by the Administrative Agent in its sole discretion), all endorsements to the insurance policies required to be maintained under Section 8.5(c).

Exhibit A

Schedule 9.2(j)

Existing Indebtedness

1. Indebtedness of Genline AB in the amount of approximately Kr 502,549 under that certain Lease Agreement, dated April 18, 2008, between Genline AB and Handelsbanken, for server platform and software.

2. Indebtedness of Genlines AB in the amount of approximately Kr 62,982 under that certain Lease Agreement, dated March 10, 2008, between Genline AB and Handelsbanken, for scanner and software.

3. Promissory note, dated as of December 21, 2012 between Ancestry Information Holdings Company, as Maker, and Ancestry Information Operations Company, as Holder, in the principal amount of $7,225,000.

4. Promissory note, dated as of December 21, 2012 between Ancestry.com Operations Inc., as Maker, and Ancestry Information Holdings Company, as Holder, in the principal amount of $40,000,000.

5. Indebtedness in the amount of $750,000 consisting of a portion of the deferred purchase price outstanding in connection with the acquisition of We’re Related, LLC.

Exhibit A

Schedule 9.3(i)

Existing Liens

1. Liens in the approximate amount of Kr 502,549 in connection with Indebtedness listed on Schedule 9.2(j) as item number 1.

2. Liens in the approximate amount of Kr 62,982 in connection with Indebtedness listed on Schedule 9.2(j) as item number 2.

Exhibit A

Schedule 9.7(n)

Existing Investments

1. Investments consisting of the promissory notes referenced in items 3 and 4 of Schedule 9.2(j) as in effect on the date hereof, and the subsequent cancellation of such promissory notes or the conversion of the outstanding amounts due under such promissory notes into equity.

Exhibit A

Schedule 9.9

Existing Affiliate Transactions

None.

Exhibit A

EXECUTION VERSION

EXHIBIT A

FORM OF ASSIGNMENT

AND

ASSUMPTION AGREEMENT¹

This Assignment and Assumption Agreement (this “Assignment”), is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the] [each, an] “Assignor”) and [the] [each] Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of such [Assignees][and Assignors] hereunder are several and not joint.] Capitalized terms used herein but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”). The Standard Terms and Conditions for Assignment and Assumption Agreement set forth in Annex 1 hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably purchases and assumes from [the][each] Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of [the][each] Assignor’s rights and obligations under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the [respective] Assignor’s outstanding rights and obligations under the respective Tranches identified below (including, to the extent included in any such Tranches, Letters of Credit and Swingline Loans) ([the] [each, an] “Assigned Interest”). [Each] [Such] sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment, without representation or warranty by [the][any] Assignor.

[1.	Assignor:
2.	Assignee:		]2
	[1][3].	Credit Agreement: Credit Agreement, dated as of December 28, 2012, among Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”),

¹  This Form of Assignment and Assumption Agreement should be used by Lenders for an assignment to a single Assignee or to funds managed by the same or related investment managers.

² If the form is used for a single Assignor and Assignee, items 1 and 2 should list the Assignor and the Assignee, respectively. In the case of an assignment to funds managed by the same or related investment managers, or an assignment by multiple Assignors, the Assignors and the Assignee(s) should be listed in the table under bracketed item 2 below.

Exhibit A

		Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent.
[2.	Assigned Interest:3

Assignor	Assignee	Tranche Assigned4	Aggregate Amount of Commitment/ Loans under Relevant Tranche for all Lenders	Amount of Commitment/Loans under Relevant Tranche Assigned
[Name of Assignor]	[Name of Assignee]
[Name of Assignor]	[Name of Assignee]

³  Insert this chart if this Form of Assignment and Assumption Agreement is being used for assignments to funds managed by the same or related investment managers or for an assignment by multiple Assignors. Insert additional rows as needed.

⁴  For complex multi-tranche assignments a separate chart for each tranche should be used for ease of reference.

Exhibit A

[4. Assigned Interest:]⁵

Tranche Assigned	Aggregate Amount of Commitment/Loans under Relevant Tranche for all  Lenders	Amount of Commitment/Loans under Relevant Tranche Assigned
[    ] Term Loans6	$	$
Revolving Loan Commitment/ Revolving Loans	$	$

Effective Date                     ,     ,     .

Assignor[s] Information		Assignee[s] Information
Payment Instructions:		Payment Instructions:
	Reference:		Reference:
Notice Instructions:		Notice Instructions:
	Reference:		Reference:

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR [NAME OF ASSIGNOR]		ASSIGNEE [NAME OF ASSIGNEE]7
By:		By:
	Name:		Name:
	Title:		Title:

⁵ Insert this chart if this Form of Assignment and Assumption Agreement is being used by a single Assignor for an assignment to a single Assignee.

⁶  Insert rows for additional Tranches of Term Loans as needed.

⁷  Add additional signature blocks, as needed, if this Form of Assignment and Assumption Agreement is being used by funds managed by the same or related investment managers.

Exhibit A

[Consented to and]⁸ Accepted:

BARCLAYS BANK PLC,
as Administrative Agent
By:
	Name:
	Title:

ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.)
By:
	Name:
	Title:]9

[[NAME OF EACH ISSUING LENDER],
as Issuing Lender
By:
	Name:
	Title:]10

[[NAME OF SWINGLINE LENDER],
as Swingline Lender
By:
	Name:
	Title:
By:
	Name:
	Title:]11

⁸  Insert if assignment is being made to an Eligible Assignee, except with respect to an assignment of any Term Loan (other than with respect to Incremental Term Loans) and any Term Loan Commitment (other than with respect to Incremental Term Loan Commitments) to a Lender or an Affiliate of a Lender pursuant to Section 13.4(a)(i)(B) of the Credit Agreement. Consent of the Administrative Agent shall not be unreasonably withheld or delayed.

⁹  Insert if no Significant Default has occurred and is continuing unless in the case of an assignment of a Term Loan (other than with respect to Incremental Term Loans) and any Term Loan Commitment (other than with respect to Incremental Term Loan Commitments) to a Lender or an Affiliate of a Lender or an Approved Fund pursuant to Section 13.4(a)(i)(A). Consent of the Borrower shall not be unreasonably withheld, conditional or delayed.

¹⁰  Insert for any assignment of a Revolving Loan Commitment pursuant to Section 13.04(a)(i)(C) of the Credit Agreement.

¹¹  Insert for any assignment of all or a portion of any Revolving Loan or Revolving Loan Commitment pursuant to Section 13.4(a)(i)(C) of the Credit Agreement.

Exhibit A

ANNEX I

TO

EXHIBIT A

[NAME OF BORROWER]

CREDIT AGREEMENT

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1. Assignor. [The] [Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the] [its] Assigned Interest [and is not a Defaulting Lender],¹ (ii) [the] [its] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document delivered pursuant thereto (other than this Assignment) or any collateral thereunder, (iii) the financial condition of [Holdings] [U.S. Holdings] [the Borrower], any of its Subsidiaries or affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by [Holdings] [U.S. Holdings] [the Borrower], any of its Subsidiaries or affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it is an Eligible Assignee; (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of [the][its] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase [the][its] Assigned Interest on the basis of which it has made such analysis and decision and (v) it has attached to this Assignment any tax documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it; (b) agrees that it will, independently and without reliance upon the Administrative Agent, [the][each] Assignor, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (c) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

¹  Delete if the Assignor is a Defaulting Lender.

Annex I to Exhibit A

Page 1

2. Payment. From and after the Effective Date, the Administrative Agent shall make all payments in respect [the] [each] Assigned Interest (including payments of principal, interest, fees, commissions and other amounts) to [the][each] Assignor for amounts which have accrued to but excluding the Effective Date and to [the] [each] Assignee for amounts which have accrued from and after the Effective Date.

3. Effect of Assignment. Upon the delivery of a fully executed original hereof to the Administrative Agent, as of the Effective Date, (i) [the][each] Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender thereunder and under the other Loan Documents and (ii) [the][each] Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents.

4. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of the Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

*        *        *

Annex I to Exhibit A

Page 2

EXHIBIT B

FORM OF FINANCIAL STATEMENTS CERTIFICATE

Reference is made to the Credit and Guaranty Agreement, dated as of December 28, 2012 (as amended, restated, amended and restated, modified, supplemented and/or extended from time to time, the “Credit Agreement”; capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein), among Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), the Subsidiary Guarantors from time to time party thereto the several banks, financial institutions, institutional investors and other entities from time to time party to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”). Pursuant to Section 8.2(b) of the Credit Agreement, the undersigned, solely in his/her capacity as an Authorized Officer, certifies as follows:

1. [Attached hereto as Exhibit A are the audited consolidated balance sheet of Holdings and its Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year reported on without a “going concern” statement or like qualification or exception, or qualification arising out of the scope of the audit [(other than with respect to or resulting from the maturity of any Loans under the Credit Agreement occurring within one (1) year from the time such opinion is delivered)]¹, by Ernst & Young LLP or other independent certified public accountants of nationally recognized standing.]²

2. [Attached hereto as Exhibit A are the unaudited consolidated balance sheet of Holdings and its Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by an Authorized Officer of Holdings as fairly stating in all material respects the financial position of Holdings and its Subsidiaries in accordance with GAAP for the period covered thereby (subject to normal year end audit adjustments and the absence of footnotes).]³

3. The “Applicable Test Period” means the Test Period ending on the last day of the fiscal period to which financial statements delivered hereunder relate.

4. [As of the last day of the Applicable Test Period, the Borrower is in compliance with Section 9.1 of the Credit Agreement. Attached hereto as Exhibit B is the compliance certificate for such Test Period demonstrating compliance by the Borrower with Section 9.1 of the Credit Agreement.]⁴

¹  To be included if applicable.

²  To be included if accompanying annual financial statements only.

³  To be included if accompanying quarterly financial statements only.

⁴  To be included if the Borrower is required to comply with Section 9.1 of the Credit Agreement for such Test Period.

Exhibit B

5. To my knowledge, except as otherwise disclosed to the Administrative Agent pursuant to the Credit Agreement, no Default or Event of Default has occurred and is continuing. [If unable to provide the foregoing certification, describe in reasonable detail the reasons therefor and circumstances thereof and any action taken or proposed to be taken with respect thereto on Exhibit C attached hereto.]

6. Exhibit D hereto describes any change in the jurisdiction of organization of any Loan Party since the delivery of the immediately preceding previous Financial Statements Certificate.

Exhibit B

ANVIL US 1 LLC
By:
	Name:	[	]
	Title:	[	]

Exhibit B

[Signature Page to Financial Statements Certificate]

EXHIBIT A

Annual (audited) or Quarterly (unaudited)

Financial Statements

EXHIBIT B

Compliance Calculations

COVENANT 9.1

Total Net Secured Leverage Ratio

**Note: This calculation is required at each fiscal quarter end to the extent that a Compliance Date occurred on such date. This covenant shall be calculated on a consolidated basis for Holdings and its Subsidiaries.**

As of the fiscal quarter ended             ,             .

“Total Net Secured Leverage Ratio” shall mean, as at the last day of any Test Period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day (other than any portion thereof that is unsecured) over (ii) an amount equal to the Unrestricted cash and Cash Equivalents of Holdings and its Restricted Subsidiaries on such date, to (b) Consolidated EBITDA, calculated (x) on a Pro Forma Basis and (y) subject to the currency translation provisions as provided in Section 1.3(c), for such Test Period.¹

(A)	Consolidated Total Debt:
		a.	the aggregate principal amount (or, if higher, the par value or stated face amount (other than with respect to zero coupon Indebtedness)) of all Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP as adjusted pursuant to Section 1.3(c) of the Credit Agreement:			$
		b.	excluding:
				i.	any liabilities referred to in clauses (f) and (i) of the definition of “Indebtedness” in the Credit Agreement:	$
				ii.	any Guarantee Obligations in respect of any such liabilities:	$
				iii.	and any unsecured Indebtedness:	$
					TOTAL:	$
(B)	Aggregate amount of Unrestricted cash and Cash Equivalents of Holdings and its Restricted Subsidiaries:					$

¹  Leverage Ratios shall be determined at the currency exchange rates used in preparing Holdings’ financial statements for the Applicable Test Period.

(C)	Consolidated EBITDA2 (as determined on a consolidated basis for Holdings and its Restricted Subsidiaries in conformity with GAAP):
		a)	Consolidated Net Income for such Test Period: the net income (or loss) of Holdings and its Restricted Subsidiaries on a consolidated basis for such Test Period taken as a single accounting Test Period determined in conformity with GAAP:		$
			excluding, without duplication, the sum of
			(i)	the income (or loss) of any Person (other than a Restricted Subsidiary of Holdings) in which any other Person (other than Holdings or any of its Restricted Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of its Restricted Subsidiaries by such Person during such Test Period:	$
			(ii)	the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Restricted Subsidiaries or that Person’s assets are acquired by Holdings or any of its Restricted Subsidiaries:	$
			(iii)	any after-tax gains or losses attributable to asset sales or returned surplus assets of any Plan:	$
			(iv)	any increase in amortization or depreciation or other non-cash charges, and any write up of assets or inventory, any inventory step ups and any deferred revenue valuation adjustments that results from the application of purchase accounting in relation to the Transactions or any acquisition that is consummated after the Closing Date, net of taxes:	$
			(v)	any net extraordinary gains or net extraordinary losses:	$
			(vi)	the cumulative effect of a change in accounting principles during such Test Period to the extent included in Consolidated Net Income:	$
				but including

²  “Consolidated EBITDA” for the fiscal quarter ended (i) March 31, 2012 shall be deemed to be $[            ]; (ii) June 30, 2012 shall be deemed to be $[            ]; (iii) September 30, 2012 shall be deemed to be $[            ]; and (iv) December 31, 2012 shall be deemed to be $[            ]. For the period from October 1, 2011 through and including the Closing Date, “Consolidated EBITDA” shall be based on the actual Consolidated EBITDA of the Borrower for such period.

	(vii)	to the extent not already accounted for in Consolidated Net Income, the amount of net proceeds received by Holdings or any Restricted Subsidiary thereof from business interruption insurance:		$
			TOTAL:	$
b)	plus, to the extent deducted in arriving at such Consolidated Net Income (other than the add-backs identified in b(xxviii) and (xxix) below, the sum, without duplication, of the following amounts for such Test Period:
	(i)	Consolidated Interest Expense:		$
	(ii)	provisions for taxes based on income or equity:		$
	(iii)	total depreciation expense:		$
	(iv)	total amortization expense:		$
	(v)	costs and expenses in connection with the Transactions and the acquisition of Archives.com:		$
	(vi)	other non-cash items (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period):		$
	(vii)	the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in cash to the Sponsors or their Affiliates on account of management, consulting, advisory and similar fees and expenses, in each case, permitted to be paid under the Credit Agreement (including termination fees) and related out-of-pocket costs and expenses and indemnities paid (or any accruals related to such fees or related costs and expenses):		$
	(viii)	earn-out expenses resulting from acquisitions in which the Borrower and/or any Restricted Subsidiary of the Borrower is required to treat such earn-out expenses as compensation costs:		$
	(ix)	expenses relating to changes in GAAP that impact Holdings’ statement of income:		$
	(x)	costs and expenses (including due diligence expenses) associated with any Permitted Acquisition, merger, Investment or Disposition permitted under the Credit Agreement, including any related transaction (whether or not any such transaction is consummated):		$
	(xi)	costs related to the initial study and implementation of the Sarbanes-Oxley Act, including the costs of recruiting and hiring staff:		$

(xii)	stock option expenses, equity-based compensation expenses and/or expenses related to stock (including phantom stock plans, cash settled stock plans and any payroll taxes paid on any stock compensation):	$
(xiii)	actual expenses incurred in connection with obtaining and maintaining private credit ratings in accordance with Section 8.9 of the Credit Agreement:	$
(xiv)	expenses arising from the impact of FASB 470-50-40 on certain capitalized fees and costs:	$
(xv)	extraordinary, non-recurring or unusual charges:	$
(xvi)	expenses incurred in connection with the prepayment, amendment, modification, restructuring or Refinancing of Indebtedness during such Test Period:	$
(xvii)	any non-capitalized transaction costs incurred during such Test Period in connection with an actual or proposed incurrence of Indebtedness, including a Refinancing thereof, issuance of Capital Stock or recapitalization (excluding the Transactions):	$
(xviii)	any net loss incurred in such Test Period from Swap Agreements and Interest Rate Protection Agreements and the application of Accounting Standards Codification Topic 815:	$
(xix)	any net loss incurred in such Test Period from currency translation adjustments or losses:	$
(xx)	any loss from the early extinguishment of Indebtedness or Swap Agreements or other derivative instruments:	$
(xxi)	any loss from disposed, abandoned or discontinued operations and losses on disposal of disposed, abandoned, transferred, closed or discontinued operations and any losses, charges and expenses related to the impairment of assets:	$
(xxii)	any losses (plus all fees and expenses relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by the Borrower:	$
(xxiii)	cash charges paid in connection with corporate restructurings and carve-out related items (including, without limitation, severance costs in connection with any reduction in the workforce of the Borrower and its Restricted Subsidiaries):	$

	(xxiv)	public-to-private cost savings:		$
	(xxv)	non-recurring costs related to discontinued operations in China and Mundia.com:		$
	(xxvi)	non-recurring cost and expenses related to the expansion of office space in San Francisco:		$
	(xxvii)	business optimization expenses incurred in such Test Period; provided, that the aggregate amount of add-backs made pursuant to b(xxvii), b(xxviii) and b(xxix) (the “Specified EBITDA Adjustments”) shall not exceed, in the aggregate, 15% of Consolidated EBITDA for such Test Period (before giving effect to such Specified EBITDA Adjustments):		$
	(xxviii)	expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the Transactions and Archives.com that are factually supportable and projected by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrower) within twelve (12) months after the Closing Date; provided, that the aggregate amount of Specified EBITDA Adjustments shall not exceed, in the aggregate, 15% of Consolidated EBITDA for such Test Period (before giving effect to such Specified EBITDA Adjustments):		$
	(xxix)	expected cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies related to acquisitions, divestitures, restructuring, cost savings initiatives and other similar initiatives after the Closing Date that are factually supportable and projected by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrower) within 12 months after such transaction or initiative is initiated; provided, that the aggregate amount of Specified EBITDA Adjustments shall not exceed, in the aggregate, 15% of Consolidated EBITDA for such Test Period (before giving effect to such Specified EBITDA Adjustments):		$
			TOTAL:	$
c)	less, to the extent added in arriving at such Consolidated Net Income:
	(i) non-cash gains (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period):			$

		(ii) any net gain in such Test Period from currency translation adjustments or gains:
	Consolidated EBITDA for the Test Period:		$
Total Net Secured Leverage Ratio = ((A) – (B)) ÷ (C) =				[        ]:1.0
Covenant Requirement:				No more than [        ]:1.00
Compliance:				[Yes][No]

EXHIBIT C

DISCLOSURE OF DEFAULT

AND/OR EVENT OF DEFAULT

EXHIBIT D

DISCLOSURE OF CERTAIN CHANGES

IN THE JURISDICTION OF ORGANIZATION

OF ANY LOAN PARTY

EXHIBIT C

Intercreditor Agreement (Second Lien Notes)

Term Sheet

The following summary is intended to apply to one or more Intercreditor Agreements (each, an “Intercreditor Agreement”) entered into in connection with an issuance of second lien secured Indebtedness permitted under Section 9.2 of the Credit Agreement (as defined below) in the form of notes (each, “Second Lien Notes”). Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement, dated as of December 28, 2012, among Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as administrative agent (the “Administrative Agent”). The following is not intended to be a definitive list of all of the provisions that will be contained in each Intercreditor Agreement. Each Intercreditor Agreement will include, in addition to the provisions set forth herein, provisions that are customary or typical or are otherwise reasonably satisfactory to the Administrative Agent and the Borrower.

Parties The Administrative Agent, the Borrower, U.S. Holdings, Holdings and one or more Senior Representatives of the holders of Second Lien Notes (each, a “Second Lien Representative”).

Lien Priorities So long as the Obligations are outstanding, the liens securing any Second Lien Notes will be junior in priority and subordinated in all respects to the liens securing the Obligations (provided, the Second Lien Notes will be subordinate only in respect of the proceeds of realization of collateral and will not be subordinated in right of payment). This subordination shall apply notwithstanding, among other things, any defect or deficiency in the creation, attachment or perfection of any lien securing the Obligations.

Collateral The Collateral and the collateral securing the Second Lien Notes will be substantially identical.

Prohibition on Contesting Liens The Administrative Agent and the Second Lien Representatives will not contest or support any other person in contesting, the priority, validity or enforceability of each other’s liens.

No New Liens If the Administrative Agent or a Second Lien Representative acquires any lien on any assets of the Borrower or any guarantor which assets are not also subject to the lien of the Administrative

Exhibit C

Agent and each Second Lien Representative, as applicable, then the Administrative Agent or such Second Lien Representative, as applicable, will hold such lien for the benefit of the Administrative Agent and the Second Lien Representatives (respecting the relative priorities set forth under “Lien Priorities” above) until the Administrative Agent and/or such Second Lien Representative acquires a lien in such assets.

Enforcement The Administrative Agent and the Secured Parties shall have the exclusive right to enforce rights, exercise remedies and make determinations regarding the release or disposition with respect to the Collateral without any consultation with or the consent of any Second Lien Representative or any holder of Second Lien Notes.

No Second Lien Representative or holder of Second Lien Notes may (i) contest, protest or object to any foreclosure or other enforcement action brought by the Administrative Agent or the Secured Parties with respect to the Collateral, (ii) object to the forbearance by the Administrative Agent or the Secured Parties from bringing or pursuing any foreclosure or other enforcement action with respect to the Collateral or (iii) foreclose on or take any other enforcement action with respect to the Collateral while any Obligations are outstanding, except that a Second Lien Representative or holder of Second Lien Notes may take customary actions to the extent not otherwise inconsistent with, or prohibited by, the other provisions of the Intercreditor Agreement, including:

(a) such actions as it deems necessary to create, continue or protect (but not enforce) the perfection of liens on the Collateral;

(b) filing claims, proofs of claim or statements of interest in any insolvency proceeding;

(c) filing responsive proceedings in opposition to any motion objecting to claims of a Second Lien Representative or holder of Second Lien Notes;

(d) voting on any Chapter 11 plan; and

(e) engaging consultants and performing audits, examinations, and appraisals relating to the enforcement of liens on the Collateral.

Additionally, during the continuance of an event of default under the Second Lien Notes, a Second Lien Representative or holder

Exhibit C

of Second Lien Notes may (a) subject to customary exceptions, exercise the rights of unsecured creditors, including, without limitation, filing pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors (provided, that any judgment lien obtained upon exercise of such rights shall be subordinated to the lien securing the Obligations on the same basis as the other liens securing the Obligations), but only to the extent that the exercise of such rights would not violate or be inconsistent with the express provisions of the Intercreditor Agreement and (b) retain any amounts obtained in respect of Second Lien Notes, except to the extent such amounts constitute Collateral for the Obligations or the proceeds of such Collateral.

No Second Lien Representative or any holder of Second Lien Notes will, in the context of its role as secured creditor, take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral.

Release of Collateral The collateral securing the Second Lien Notes shall be released automatically (a) upon any sale of Collateral in which the liens securing the Obligations are released, in the event that such sale is effected as a result of (i) exercise of remedies by the Administrative Agent or (ii) pursuant to Section 363 of the Bankruptcy Code in a transaction that has been consented to by the Lenders and (b) upon any release, sale or disposition of such collateral permitted pursuant to the terms of the Credit Agreement that results in the release of the liens on such collateral securing the Obligations.

Bankruptcy Proceedings In connection with any bankruptcy proceeding, no Second Lien Representative or holder of Second Lien Notes may, among other things:

(a) object to the use of cash collateral by the Secured Parties or any DIP financing or request adequate protection or other relief in connection therewith, unless (i) the Secured Parties oppose such DIP financing, (ii) the Obligations are not subordinated or pari passu with such DIP financing or (iii) the holders of Second Lien Notes do not receive a junior replacement lien on any additional collateral granted in favor of the Administrative Agent and the Secured Parties as adequate protection; provided, that if the Second Lien Representative or the holders of the Second Lien Notes are granted adequate protection in the form of a lien on additional collateral, the Administrative Agent and the

Exhibit C

Secured Parties shall also be granted adequate protection in such form and such lien of the Second Lien Representative shall be subordinated to the liens of the Administrative Agent and the Secured Parties;

(b) seek relief from an automatic stay in respect of the Collateral unless their motion for adequate protection has been denied;

(c) contest any request by the Secured Parties for adequate protection or any objection by the Secured Parties to any motion claiming a lack of such adequate protection;

(d) contest any lawful right of the Administrative Agent or the Secured Parties to credit bid at any foreclosure sale of the Collateral or otherwise under Section 363(k) of the Bankruptcy Code;

(e) (i) oppose any claim by the Secured Parties for allowance or payment as adequate protection consisting of post-petition interest, fees or expenses or (ii) seek adequate protection in the form of payments of post-petition interest, fees or expenses unless the Secured Parties are deemed fully secured;

(f) contest any sale or other disposition of the Collateral that has not been objected to by the Lenders, provided that the parties’ respective Liens will attach to the proceeds thereof to the extent and with the priority set forth in the Intercreditor Agreement;

(g) oppose any election by the Administrative Agent under Section 1111(b) of the Bankruptcy Code with respect to the Collateral; or

(h) not assert or enforce any claim under Section 506(c) of the Bankruptcy Code senior to or on a parity with the Liens securing the claims of the Lenders for costs or expenses of preserving or disposing of any Collateral.

In the event that any Secured Party is required to pay any amount in connection with a bankruptcy proceeding, such Secured Party shall be entitled to a reinstatement of the Obligations in respect of such amounts.

If debt obligations of the reorganized debtor secured by Liens upon the same property are distributed pursuant to a plan of reorganization both on account of the claims of the Lenders and

Exhibit C

on account of the claims of the Second Lien Notes, then the provisions of the Intercreditor Agreement will survive the distribution of such debt obligations and will apply with like effect to the Liens securing them.

If the respective claims of the Lenders and the Holders of the Second Lien Notes are not separately classified, the Second Lien Representative and the holders of the Second Lien Notes will agree that all distributions under such plan shall be made as if there were separate classes of senior and junior secured claims in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the holders of the Second Lien Notes), the Lenders will be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, and expenses, and other claims, all amounts owing in respect of post-petition interest, fees, and expenses before any distribution is made in respect of the claims of the holders of the Second Lien Notes, with each Second Lien Representative and holder of the Second Lien Notes agreeing to turn over to the Administrative Agent amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence.

Notwithstanding the foregoing, in connection with any bankruptcy proceeding, a Second Lien Representative or holder of Second Lien Notes may, subject to customary exceptions and to the extent not otherwise inconsistent with or prohibited by the other provisions of the Intercreditor Agreement, (a) exercise the rights of an unsecured creditor and (b) exercise, propose, vote on, file and prosecute, object to, and make other filings with regard to, any plan of reorganization, whether directly by a Second Lien Representative or holder of Second Lien Notes or as a result of confirmation of such plan (for example, in connection with a plan which includes a determination as to, or allows for a challenge to, the value of any claims of the Secured Parties).

Amendments of Documents Except as otherwise provided in the Credit Agreement or the Second Lien Notes, documents entered into in connection with the Credit Agreement or the Second Lien Notes may be amended, supplemented or otherwise modified, and the Credit Agreement and the Second Lien Notes may be refinanced, in each case without the consent of the Administrative Agent, the Secured Parties, any Second Lien Representative or any holder of the Second Lien Notes; provided, that (a) a Senior Representative of the holders of any refinancing debt shall bind itself in writing to the terms of the Intercreditor Agreement and

Exhibit C

(b) no such amendment, waiver, increase, extension, renewal, replacement or refinancing shall shorten the maturity of the Second Lien Notes.

Notwithstanding the foregoing, no security document entered into in connection with the Credit Agreement or the Second Lien Notes may be amended supplemented or otherwise modified to the extent such amendment, supplement or modification would contravene any of the terms of the Intercreditor Agreement.

In the event that any Security Document with respect to the Collateral is amended, waived or otherwise modified for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any of the Security Documents or changing in any manner the rights of any parties thereunder, then such amendment, waiver or modification shall apply automatically to any comparable provision of any comparable security document with respect to the Second Lien Notes.

Amendments, Waivers under the Intercreditor Agreement The Intercreditor Agreement may not be amended without the written consent of the Administrative Agent and each Second Lien Representative party thereto.

Governing Law The State of New York

Exhibit C

EXHIBIT C

Intercreditor Agreement (Second Lien Loans)

Term Sheet

The following summary is intended to apply to one or more Intercreditor Agreements (each, an “Intercreditor Agreement”) entered into in connection with an incurrence of (i) second lien Incremental Term Loans or (ii) second lien secured Indebtedness in the form of Loans permitted under Section 9.2 of the Credit Agreement (as defined below) (each, a “Second Lien Loan”). Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement, dated as of December 28, 2012, among Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as administrative agent (the “Administrative Agent”). The following is not intended to be a definitive list of all of the provisions that will be contained in each Intercreditor Agreement. Each Intercreditor Agreement will include, in addition to the provisions set forth herein, provisions that are customary or typical or are otherwise reasonably satisfactory to the Administrative Agent and the Borrower.

Parties The Administrative Agent, the Borrower, U.S. Holdings, Holdings and one or more Senior Representatives of the lenders making the Second Lien Loans (each, a “Second Lien Representative”).

Lien Priorities So long as the Obligations are outstanding, the liens securing any Second Lien Loans will be junior in priority and subordinated in all respects to the liens securing the Obligations (provided, the Second Lien Loans will be subordinate only in respect of the proceeds of realization of collateral and will not be subordinated in right of payment). This subordination shall apply notwithstanding, among other things, any defect or deficiency in the creation, attachment or perfection of any lien securing the Obligations.

Collateral The Collateral and the collateral securing the Second Lien Loans will be substantially identical.

Prohibition on Contesting Liens The Administrative Agent and the Second Lien Representatives will not contest or support any other person in contesting, the priority, validity or enforceability of each other’s liens.

No New Liens If the Administrative Agent or a Second Lien Representative acquires any lien on any assets of the Borrower or any guarantor

Exhibit C

which assets are not also subject to the lien of the Administrative Agent and each Second Lien Representative, as applicable, then the Administrative Agent or such Second Lien Representative, as applicable, will hold such lien for the benefit of the Administrative Agent and the Second Lien Representatives (respecting the relative priorities set forth under “Lien Priorities” above) until the Administrative Agent and/or such Second Lien Representative acquires a lien in such assets.

Enforcement The Administrative Agent and the Secured Parties shall have the exclusive right to enforce rights, exercise remedies and make determinations regarding the release or disposition with respect to the Collateral without any consultation with or the consent of any Second Lien Representative or any holder of Second Lien Loans.

No Second Lien Representative or holder of Second Lien Loans may (i) contest, protest or object to any foreclosure or other enforcement action brought by the Administrative Agent or the Secured Parties with respect to the Collateral, (ii) object to the forbearance by the Administrative Agent or the Secured Parties from bringing or pursuing any foreclosure or other enforcement action with respect to the Collateral or (iii) foreclose on or take any other enforcement action with respect to the Collateral while any Obligations are outstanding, except that a Second Lien Representative or holder of Second Lien Loans may take customary actions to the extent not otherwise inconsistent with, or prohibited by, the other provisions of the Intercreditor Agreement, including:

(a) taking such actions as it deems necessary to create, continue or protect (but not enforce) the perfection of liens on the Collateral;

(b) filing claims, proofs of claim or statements of interest in any insolvency proceeding;

(c) filing responsive proceedings in opposition to any motion objecting to claims of a Second Lien Representative or lender making a Second Lien Loan;

(d) voting on any Chapter 11 plan;

(e) purchasing the Collateral at any Section 363 hearing or public or judicial foreclosure sale, to the extent cash proceeds of such purchase after payment of transaction fees and related costs are applied first to pay all first lien obligations in full;

Exhibit C

(f) if an event of default under any Second Lien Loan has occurred, after the expiration of a 120 day standstill period, exercising any secured creditor remedies with respect to the Collateral for so long as the Administrative Agent is not diligently pursuing the exercise of its respective rights or remedies with respect to the Collateral; provided, however, that the right to exercise such remedies shall be suspended in the event that the event of default giving rise to the commencement of the standstill period is waived or an insolvency proceeding is commenced by or against the Borrower; and

(g) engaging consultants and performing audits, examinations, and appraisals relating to the enforcement of liens on the Collateral.

Additionally, during the continuance of an event of default under the Second Lien Loans, a Second Lien Representative or lender making a Second Lien Loan may (a) subject to customary exceptions, exercise the rights of unsecured creditors, including, without limitation, filing pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors (provided, that any judgment lien obtained upon exercise of such rights shall be subordinated to the lien securing the Obligations on the same basis as the other liens securing the Obligations), but only to the extent that the exercise of such rights would not violate or be inconsistent with the express provisions of the Intercreditor Agreement and (b) retain any amounts obtained in respect of Second Lien Loans, except to the extent such amounts constitute Collateral for the Obligations or the proceeds of such Collateral.

No Second Lien Representative or any holder of Second Lien Loans will, in the context of its role as secured creditor, take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral.

Release of Collateral The collateral securing the Second Lien Loans shall be released automatically (a) upon any sale of Collateral in which the liens securing the Obligations are released, in the event that such sale is effected as a result of (i) exercise of remedies by the Administrative Agent or (ii) pursuant to Section 363 of the Bankruptcy Code in a transaction that has been consented to by the Lenders and (b) upon any release, sale or disposition of such collateral permitted pursuant to the terms of the Credit Agreement that results in the release of the liens on such collateral securing the Obligations.

Exhibit C

Buy-Out Right Subject to certain terms and conditions the lenders making the Second Lien Loans shall have the option, exercisable upon an acceleration of the Obligations, an exercise of material remedies following an Event of Default, the commencement of an insolvency or liquidation proceeding with respect to the Borrower or a payment default under a Second Lien Loan, to purchase 100% (but not less than 100%) of the right title and interest in the Obligations at par.

Bankruptcy Proceedings In connection with any bankruptcy proceeding, no Second Lien Representative or lender making a Second Lien Loan may, among other things:

(a) object to the use of cash collateral by the Secured Parties or any DIP financing or request adequate protection or other relief in connection therewith, unless (i) the Secured Parties oppose such DIP financing, (ii) the Obligations are not subordinated or pari passu with such DIP financing or (iii) the holders of Second Lien Loans do not receive a junior replacement lien on any additional collateral granted in favor of the Administrative Agent and the Secured Parties as adequate protection; provided, that if the Second Lien Representative or the holders of the Second Lien Loans are granted adequate protection in the form of a lien on additional collateral, the Administrative Agent and the Secured Parties shall also be granted adequate protection in such form and such lien of the Second Lien Representative shall be subordinated to the liens of the Administrative Agent and the Secured Parties;

(b) seek relief from an automatic stay in respect of the Collateral unless their motion for adequate protection has been denied;

(c) contest any request by the Secured Parties for adequate protection or any objection by the Secured Parties to any motion claiming a lack of such adequate protection;

(d) contest any lawful right of the Administrative Agent or the Secured Parties to credit bid at any foreclosure sale of the Collateral or otherwise under Section 363(k) of the Bankruptcy Code;

Exhibit C

(e) (i) oppose any claim by the Secured Parties for allowance or payment as adequate protection consisting of post-petition interest, fees or expenses or (ii) seek adequate protection in the form of payments of post-petition interest, fees or expenses unless the Secured Parties are deemed fully secured;

(f) contest any sale or other disposition of the Collateral that has not been objected to by the Lenders, provided that the parties’ respective Liens will attach to the proceeds thereof to the extent and with the priority set forth in the Intercreditor Agreement;

(g) oppose any election by the Administrative Agent under Section 1111(b) of the Bankruptcy Code with respect to the Collateral; or

(h) not assert or enforce any claim under Section 506(c) of the Bankruptcy Code senior to or on a parity with the Liens securing the claims of the Lenders for costs or expenses of preserving or disposing of any Collateral.

In the event that any Secured Party is required to pay any amount in connection with a bankruptcy proceeding, such Secured Party shall be entitled to a reinstatement of the Obligations in respect of such amounts.

If debt obligations of the reorganized debtor secured by Liens upon the same property are distributed pursuant to a plan of reorganization both on account of the claims of the Lenders and on account of the claims of the Second Lien Notes, then the provisions of the Intercreditor Agreement will survive the distribution of such debt obligations and will apply with like effect to the Liens securing them.

If the respective claims of the Lenders and the Holders of the Second Lien Loans are not separately classified, the Second Lien Representative and the holders of the Second Lien Loans will agree that all distributions under such plan shall be made as if there were separate classes of senior and junior secured claims in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the holders of the Second Lien Loans), the Lenders will be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees, and expenses, and other claims, all amounts owing in respect of post-petition interest, fees, and expenses before any distribution is made in respect of the claims

Exhibit C

of the holders of the Second Lien Loans, with each Second Lien Representative and holder of the Second Lien Notes agreeing to turn over to the Administrative Agent amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence.

Notwithstanding the foregoing, in connection with any bankruptcy proceeding, a Second Lien Representative or holder of Second Lien Loans may, subject to customary exceptions and to the extent not otherwise inconsistent with or prohibited by the other provisions of the Intercreditor Agreement, (a) exercise the rights of an unsecured creditor and (b) exercise, propose, vote on, file and prosecute, object to, and make other filings with regard to, any plan of reorganization, whether directly by a Second Lien Representative or lender making a Second Lien Loan or as a result of confirmation such plan (for example, in connection with a plan which includes a determination as to, or allows for a challenge to, the value of any claims of the Secured Parties).

Amendments of Documents Except as otherwise provided in the Credit Agreement or the Second Lien Loans, documents entered into in connection with the Credit Agreement or the Second Lien Loans may be amended, supplemented or otherwise modified, and the Credit Agreement and the Second Lien Loans may be refinanced, in each case without the consent of the Administrative Agent, the Secured Parties, any Second Lien Representative or any holder of the Second Lien Loans; provided, (a) that a Senior Representative of the holders of any refinancing debt shall bind itself in writing to the terms of the Intercreditor Agreement and (b) no such amendment, waiver, increase, extension, renewal, replacement or refinancing shall shorten the maturity of a Second Lien Loan.

Notwithstanding the foregoing, no security document entered into in connection with the Credit Agreement or the Second Lien Loans may be amended, supplemented or otherwise modified to the extent such amendment, supplement or modification would contravene any of the terms of the Intercreditor Agreement.

In the event that any Security Document with respect to the Collateral is amended, waived or otherwise modified for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any of the Security Documents or changing in any manner the rights of any parties thereunder, then such amendment, waiver or modification shall apply automatically to any comparable provision of any comparable security document with respect to the Second Lien Loans.

Exhibit C

Amendments, Waivers under the Intercreditor Agreement The Intercreditor Agreement may not be amended without the written consent of the Administrative Agent and each Second Lien Representative party thereto.

Governing Law The State of New York

Exhibit C

EXHIBIT C

Intercreditor Agreement (First Lien Pari Passu Debt)

Term Sheet

The Following summary is intended to apply to one or more Intercreditor Agreements (each, an “Intercreditor Agreement”) entered into in connection with an issuance or incurrence of senior secured notes or loans permitted under Section 9.2 of the Credit Agreement (each, “First Lien Pari Passu Debt”). Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement, dated as of December 28, 2012, among Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as administrative agent (the “Administrative Agent”). The following is not intended to be a definitive list of all of the provisions that will be contained in each Intercreditor Agreement. Each Intercreditor Agreement will include, in addition to the provisions set forth herein, provisions that are customary or typical or are otherwise reasonably satisfactory to the Administrative Agent and the Borrower.

Parties The Administrative Agent, the Borrower, U.S. Holdings, Holdings and one or more Senior Representatives of the lenders or holders (as applicable) of First Lien Pari Passu Debt (each, a “First Lien Representative”).

Lien Priorities So long as the Obligations are outstanding, the liens securing First Lien Pari Passu Debt will be pari passu in all respects to the liens securing the Obligations.

Collateral The Collateral and the collateral securing the First Lien Pari Passu Debt will be substantially identical.

Prohibition on Contesting Liens The Administrative Agent and the First Lien Representatives will not contest or support any other person in contesting, the priority, validity or enforceability of each other’s liens.

No New Liens If the Administrative Agent or a First Lien Representative acquires any lien on any assets of the Borrower or any guarantor which assets are not also subject to the lien of the Administrative Agent and each First Lien Representative, as applicable, then the Administrative Agent or such First Lien Representative, as applicable, will hold such lien for the pari passu benefit of the Administrative Agent and the First Lien Representatives until the Administrative Agent and/or each First Lien Representative acquires a lien in such assets.

Exhibit C

Enforcement The Administrative Agent shall act in respect of the liens securing the Obligations and the First Lien Pari Passu Debt based on the instructions of the Required Lenders under the Credit Agreement until such time as the Obligations cease to represent at least 20% of the aggregate amount of the Obligations and the Pari Passu Debt, at which time the Administrative Agent and each First Lien Representative shall act jointly in respect of the liens securing the Obligations and the First Lien Pari Passu Debt based on the instructions of the majority of the outstanding principal amount under the Credit Agreement and the First Lien Pari Passu Debt. Once the Obligations have been discharged in full, the First Lien Representatives shall act based on the instructions of a majority of the First Lien Pari Passu Debt.

Release of Collateral The Collateral shall be released automatically from securing the First Lien Pari Passu Debt upon any sale of Collateral in which the liens securing the Obligations are released, in the event that such sale is effected as a result of (a) exercise of remedies by the Administrative Agent or (b) pursuant to Section 363 of the Bankruptcy Code in a transaction that has not been objected to by the Lenders.

Amendment of Documents Documents entered into in connection with the Credit Agreement or the First Lien Pari Passu Debt may be amended, supplemented or otherwise modified, and the Credit Agreement and the First Lien Pari Passu Debt may be refinanced, in each case without the consent of the Administrative Agent, the Secured Parties, any First Lien Representative or any holders of any First Lien Pari Passu Debt; provided, that a Senior Representative of the holders of any refinancing debt shall bind itself in writing to the terms of the Intercreditor Agreement.

Notwithstanding the foregoing, no security document entered into in connection with the Credit Agreement or the First Lien Pari Passu Debt may be amended supplemented or otherwise modified to the extent such amendment, supplement or modification would contravene any of the terms of the Intercreditor Agreement.

Amendments, Waivers under the Intercreditor Agreement The Intercreditor Agreement may not be amended without the written consent of the Administrative Agent and each First Lien Representative party thereto.

Governing Law The State of New York

Exhibit C

EXHIBIT D

FORM OF GUARANTOR JOINDER AGREEMENT

THIS GUARANTOR JOINDER AGREEMENT (this “Joinder”) is executed as of [DATE] by [NAME OF ADDITIONAL GUARANTOR], a                      [corporation][limited liability company][partnership] (the “Joining Party”), and delivered to Barclays Bank PLC, as Administrative Agent and as Collateral Agent, for the benefit of the Secured Parties and their respective successors and assigns under the Credit Agreement (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined.

W I T N E S S E T H :

WHEREAS, Anvil US 1 LLC, a Delaware corporation (“Holdings”), 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 from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent (together with any successor Administrative Agent, the “Administrative Agent”), have entered into a Credit and Guaranty Agreement, dated as of December 28, 2012 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), providing for the making of Loans to, and the issuance of, and participations in, Letters of Credit for the account of, the Borrowers, all as contemplated therein;

WHEREAS, Holdings and/or one or more of their respective Subsidiaries may at any time and from time to time enter into one or more (i) Specified Swap Agreements with one or more Qualified Counterparties and/or (ii) Cash Management Obligations with a Qualified Counterparty or other bank or financial institution;

WHEREAS, the Joining Party is a direct or indirect Subsidiary of Holdings and desires, or is required pursuant to the provisions of the Credit Agreement, to become a Subsidiary Guarantor under the Credit Agreement; and

WHEREAS, the Joining Party will obtain benefits from the incurrence of Loans by, and the issuance of, and participations in, Letters of Credit for the account of, the Borrower, in each case pursuant to the Credit Agreement and the entering into by the Borrower and/or one or more of Holding’s Subsidiaries of Specified Swap Agreements and/or Cash Management Obligations, accordingly, desires to execute this Joinder in order to (i) satisfy the requirements described in the preceding recital and (ii) induce (x) the Lenders to continue to make Loans to the Borrower and the Issuing Lenders to continue to issue Letters of Credit for the account of the Borrower pursuant to the Credit Agreement and (y) the Qualified Counterparties to continue to enter into Specified Swap Agreements and/or Cash Management Obligation with the Borrower and/or one or more of Holding’s Subsidiaries;

NOW, THEREFORE, in consideration of the foregoing and the other benefits accruing to the Joining Party, the receipt and sufficiency of which are hereby acknowledged, the Joining Party hereby makes the following representations and warranties to the Administrative Agent for the benefit of the Secured Parties and hereby covenants and agrees with the Administrative Agent for the benefit of the Secured Parties as follows:

1. By this Joinder, the Joining Party becomes a Subsidiary Guarantor for all purposes under the Credit Agreement.

Exhibit D

2. The Joining Party agrees that, upon its execution hereof, it will become a Subsidiary Guarantor under the Credit Agreement with respect to all Guaranteed Obligations, and will be bound by all terms, conditions and duties applicable to a Subsidiary Guarantor under the Credit Agreement and the other Loan Documents. Without limitation of the foregoing, and in furtherance thereof, the Joining Party unconditionally, absolutely and irrevocably guarantees on a joint and several basis the due and punctual payment and performance of all Guaranteed Obligations (on the same basis as the other Subsidiary Guarantors under the Credit Agreement).

3. Without limiting the foregoing, the Joining Party hereby makes and undertakes, as the case may be, each covenant, representation and warranty made by each Subsidiary Guarantor pursuant to Section 10 of the Credit Agreement and agrees to be bound by all covenants, agreements and obligations of a Subsidiary Guarantor pursuant to the Credit Agreement and all other Loan Documents to which it is or becomes a party. The Joining Party hereby represents and warrants that the representations and warranties made by it as a Subsidiary Guarantor under the Credit Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date hereof, except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) as of such earlier date. Each reference to a Subsidiary Guarantor in the Credit Agreement shall be deemed to include the Joining Party.

4. This Joinder shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of and be enforceable by each of the parties hereto and its successors and assigns; provided that the Joining Party may not assign any of its rights, obligations or interest hereunder or under any other Loan Document, except as otherwise permitted by the Loan Documents. THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). This Joinder may be executed in any number of counterparts and by the different parties hereto or separate counterparties, each of which when so executed or delivered shall be an original, but all of which together shall constitute one and the same instrument. In the event that any provision of this Joinder shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Joinder which shall remain binding on all parties hereto. Delivery of an executed counterpart by facsimile or electronic transmission shall be as effective as delivery of an executed original counterpart.

5. [With respect to any Foreign Subsidiary executing this Joinder, insert the appropriate guarantee limitation language with respect to the relevant jurisdiction of such Foreign Subsidiary].

Exhibit D

6. From and after the execution and delivery hereof by the parties hereto, this Joinder shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

7. The effective date of this Joinder is [DATE].

[Remainder of this page intentionally left blank]

Exhibit D

IN WITNESS WHEREOF, the undersigned has caused this Joinder to be executed and delivered by a duly authorized officer on the date first above written.

[NAME OF ADDITIONAL GUARANTOR]
By:
	Name:
	Title:

Address for notices:

Accepted as of the date first above written:

BARCLAYS BANK PLC,
as Administrative Agent
By:
	Name:
	Title:

Exhibit D

EXHIBIT E

PLEDGE AND SECURITY AGREEMENT

Dated as of [            ], 20[    ]

made by

ANVIL US 1 LLC,

as Holdings,

GLOBAL GENERATIONS INTERNATIONAL INC.,

as U.S. Holdings,

ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.),

as the Borrower,

and

The other Grantors referred to herein

in favor of

BARCLAYS BANK PLC,

as Collateral Agent

Exhibit E

TABLE OF CONTENTS

		Page
SECTION 1. DEFINED TERMS
1.1	Definitions		1
1.2	Other Definitional Provisions		4
SECTION 2. GRANT OF SECURITY INTEREST
SECTION 3. REPRESENTATIONS AND WARRANTIES
3.1	Title; No Other Liens		6
3.2	Perfected First Priority Liens		6
3.3	Jurisdiction of Organization; Chief Executive Office		7
3.4	Inventory and Equipment		7
3.5	Farm Products		7
3.6	Investment Property		7
3.7	Investment Accounts		7
3.8	Receivables		8
3.9	Intellectual Property		8
SECTION 4. COVENANTS
4.1	Delivery of Instruments, Documents, Etc.		8
4.2	Maintenance of Insurance		9
4.3	Maintenance of Perfected Security Interest; Further Documentation		9
4.4	Changes in Locations, Name, etc.		9
4.5	Investment Property		10
4.6	Intellectual Property		11
SECTION 5. REMEDIAL PROVISIONS
5.1	Certain Matters Relating to Receivables		12
5.2	Communications with Obligors; Grantors Remain Liable		12
5.3	Investment Property		13
5.4	Proceeds to be Turned Over to Collateral Agent		14
5.5	Application of Proceeds		14
5.6	Code and Other Remedies		14
5.7	Registration Rights		15
5.8	Intellectual Property		16
SECTION 6. THE COLLATERAL AGENT
6.1	Collateral Agent’s Appointment as Attorney-in-Fact, etc.		17
6.2	Duty of Collateral Agent		19
6.3	Authorization for Filing Financing Statements		19
6.4	Authority of Collateral Agent		20
SECTION 7. MISCELLANEOUS
7.1	Amendments in Writing		20
7.2	Notices		20
7.3	No Waiver by Course of Conduct; Cumulative Remedies		20
7.4	Tax Indemnity		20
7.5	Successors and Assigns		21
7.6	Counterparts		21
7.7	Severability		21
7.8	Section Headings		21
7.9	Integration		21

i

7.10	GOVERNING LAW	21
7.11	SUBMISSION TO JURISDICTION; WAIVERS	21
7.12	Acknowledgements	22
7.13	Additional Grantors	23
7.14	Releases	23

ANNEX
Annex 1	Assumption Agreement
EXHIBITS
Exhibit A	Copyright Security Agreement
Exhibit B	Patent Security Agreement
Exhibit C	Trademark Security Agreement
SCHEDULES
Schedule 1	Investment Property
Schedule 2	Perfection Matters
Schedule 3	Jurisdictions of Organization and Chief Executive Offices, etc.
Schedule 4	Equipment and Inventory Locations
Schedule 5	Intellectual Property
Schedule 6	Commercial Tort Claims

ii

PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of [            ], 20[    ], made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of Barclays Bank PLC, as collateral agent (together with its successors, in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among Anvil US 1 LLC, a Delaware corporation (“Holdings”), 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 party thereto, the Lenders from time to time party thereto, Barclays Bank PLC, as administrative agent (together with its successors, in such capacity, the “Administrative Agent”), and the other parties thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

INTRODUCTORY STATEMENTS

WHEREAS, Holdings, U.S. Holdings and the Borrower are members of an affiliated group of companies that includes each other Grantor;

WHEREAS, certain of the Qualified Counterparties may enter into Specified Swap Agreements with the Borrower and the other Grantors;

WHEREAS, Holdings, U.S. Holdings and the Borrower and the other Grantors are engaged in related businesses, and each Grantor derives substantial direct and indirect benefit from the extensions of credit under the Credit Agreement and from the Specified Swap Agreements and the incurrence of the Cash Management Obligations; and

WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement and the performance of the obligations of the Secured Parties with respect to the Cash Management Obligations and under the Specified Swap Agreements, that the Grantors shall have executed and delivered this Agreement to the Collateral Agent for the benefit of the Secured Parties.

NOW, THEREFORE, in consideration of the above premises, the parties hereto hereby agree as follows:

SECTION 1. DEFINED TERMS

1.1 Definitions.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Commodity Accounts, Contracts, Documents, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights, Money, Securities Accounts, Supporting Obligations and Uncertificated Security.

(b) The following terms shall have the following meanings:

“Administrative Agent”: as defined in the preamble hereto.

“Agreement”: as defined in the preamble hereto.

“Collateral”: as defined in Section 2.

“Collateral Account”: any collateral account established by the Collateral Agent as provided in Section 5.1 or 5.4.

“Copyright Licenses”: any written agreement naming any Grantor as licensor or licensee (including, without limitation, those listed on Schedule 5), granting any right under any Copyright, including, without limitation, the grant of rights to copy, manufacture, distribute, exploit, sell, and make derivative work of materials protected by any Copyright.

“Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit A hereto.

“Copyrights”: (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed on Schedule 5), all registrations and recordings thereof, and all applications now or hereafter made in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, (ii) the right to obtain all renewals thereof, (iii) the right to sue for past, present and future infringements of any of the foregoing, and (iv) all proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Credit Agreement”: as defined in the preamble hereto.

“Deposit Account”: as defined in the New York UCC and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

“Discharge of Obligations”: the time in which all of the Obligations (other than contingent indemnification obligations for which no claim has been made) shall have been satisfied by payment in full in immediately available funds (or in the case of Letters of Credit, terminated or Collateralized) and the Commitments shall have been terminated.

“Domain Names”: all Internet domain names and associated uniform resource locator addresses.

“Grantors”: as defined in the preamble hereto.

“Holdings”: as defined in the preamble hereto.

“Intellectual Property”: collectively, all Copyrights, Patents, and Trademarks as well as any right, title, and interest in or to Trade Secrets and Domain Names.

“Intellectual Property Licenses”: all agreements pursuant to which any Grantor receives or grants any right in, to, or under, any Intellectual Property, including Copyright Licenses, Patent Licenses, Trademark Licenses and Trade Secret Licenses and including, without limitation, any of the foregoing referred to on Schedule 5.

2

“Intellectual Property Registry”: the United States Patent and Trademark Office, the United States Copyright Office, any Domain Name Registrar, any State intellectual property registry, or any foreign counterpart of any of the foregoing.

“Intercompany Note”: any promissory note evidencing loans made by any Grantor to the Borrower, Holdings, U.S. Holdings or any of their respective Subsidiaries.

“Investment Accounts”: the collective reference to the Securities Accounts, Commodity Accounts and Deposit Accounts.

“Investment Property”: the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the New York UCC (other than any shares of Capital Stock which are not pledged hereunder in accordance with the provisos to Section 2 of this Agreement) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

“Issuers”: the collective reference to each issuer of any Investment Property.

“Lenders”: as defined in the preamble hereto.

“Patent License”: all written agreements providing for the grant by or to any Grantor of any right under any Patent, including, without limitation, the right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to on Schedule 5.

“Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit B hereto.

“Patents”: (i) all United States and foreign patents and applications now or hereafter made for letters patent throughout the world, including, but not limited to, any of the foregoing referred to on Schedule 5, and all rights corresponding thereto throughout the world, (ii) all reissues, divisions, continuations, continuations-in-part, extensions, and reexaminations of any of the foregoing; (iii) the right to sue for past, present and future infringements of any of the foregoing, and (iv) all proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Pledged Notes”: all promissory notes listed on Schedule 1 and all other promissory notes (including, without limitation, any Intercompany Notes) issued to or held by any Grantor.

“Pledged Stock”: the shares of Capital Stock listed on Schedule 1, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided, that Capital Stock which may not be pledged hereunder in accordance with the provisos to Section 2 shall not constitute “Pledged Stock.”

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

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“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

“Trademark License”: any written agreement providing for the grant by or to any Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to on Schedule 5.

“Trademark Security Agreement” shall mean an agreement substantially in the form of Exhibit C hereto.

“Trademarks”: (i) all United States, State and foreign trademarks, trade names, corporate names, company names, business names, domain names, fictitious business names, trade styles, trade dresses, service marks, certification marks, collective marks, logos and other source of business identifiers or any other indicia of origin, designs and general tangibles of a like nature, all registrations thereof, and all applications now or hereafter made in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to on Schedule 5, and all rights corresponding thereto throughout the world, (ii) all of the goodwill of the business connected with the use of and symbolized by the foregoing; (iii) all extensions and renewals of the foregoing, (iv) the right to sue for past, present and future infringements or dilution of any of the foregoing or for any injury to goodwill, and (v) all proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Trade Secrets”: (i) all trade secrets or other proprietary and confidential information, including unpatented inventions, invention disclosures, engineering or other technical data, financial data, know-how, designs, personal information, supplier lists, customer lists, formulae, methods (whether or not patentable), processes, schematics, algorithms, source code, object code and data collections, whether or not any of the foregoing has been reduced to a writing or other tangible form, (ii) the right to sue for past, present and future misappropriation or other violation of any such trade secrets or proprietary and confidential information, and (iii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Trade Secret Licenses”: all written agreements naming any Grantor as licensor or licensee granting any right in or to any Trade Secret including, without limitation, any of the foregoing referred to in Schedule 5.

“U.S. Holdings”: as defined in the preamble hereto.

“Uncertificated Securities”: Capital Stock described in this Agreement that are securities not constituting Certificated Securities.

1.2 Other Definitional Provisions.

(a) The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to the Sections and Schedules of this Agreement (as such Schedules may be amended or supplemented from time to time) unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The rules of interpretation specified in the Credit Agreement (including Section 1.2) shall be applicable to this Agreement.

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(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

SECTION 2. GRANT OF SECURITY INTEREST

Each Grantor hereby pledges to the Collateral Agent and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest, in all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of such Obligations):

(a) all Accounts;

(b) all Chattel Paper;

(c) all Contracts;

(d) all Deposit Accounts;

(e) all Documents;

(f) all Equipment;

(g) all Fixtures;

(h) all General Intangibles;

(i) all Goods;

(j) all Instruments;

(k) all Intellectual Property and Intellectual Property Licenses;

(l) all Inventory;

(m) all Investment Property;

(n) all Letter-of-Credit Rights;

(o) all Money;

(p) all Receivables;

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(q) all Commercial Tort Claims set forth on Schedule 6;

(r) all Collateral Accounts and any contents thereto;

(s) all other property not otherwise described above (except for property specifically excluded from any defined term used in any clause above);

(t) all books and records pertaining to the Collateral; and

(u) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, that notwithstanding any of the other provisions set forth in this Section 2, this Agreement shall not constitute a grant of a security interest in any Excluded Assets.

In addition, anything contained herein to the contrary notwithstanding, with respect to assets of any Grantor included in the Collateral, (i) no action shall be required to be taken in order to obtain control agreements for any Deposit Accounts, other bank accounts, Securities Accounts, Commodities Accounts or Letter-of-Credit Rights or any other assets specifically requiring perfection by control agreements and (ii) the Grantors shall not be required to obtain any landlord waivers, bailee waivers, estoppels or collateral access letters and leasehold mortgages.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby represents and warrants to the Collateral Agent and each other Secured Party that:

3.1 Title; No Other Liens.

Except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement, fixture filing or other public notice with respect to all or any part of the Collateral, in each case that is authorized by a Grantor, is on file or of record or will be filed in any public office, except such as have been filed or will be filed in favor of the Collateral Agent, for the benefit of the Secured Parties, pursuant to this Agreement or as are otherwise permitted by the Credit Agreement.

3.2 Perfected First Priority Liens.

The security interests granted to the Collateral Agent pursuant to this Agreement (i) upon completion of the filings and other actions specified on Schedule 2 will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and (ii) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted under the Credit Agreement.

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3.3 Jurisdiction of Organization; Chief Executive Office.

As of the Closing Date, such Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of such Grantor’s chief executive office or sole place of business, as the case may be, in each case as of the Closing Date, are specified on Schedule 3.

3.4 Inventory and Equipment.

As of the Closing Date, all (a) material Inventory and (b) material Equipment (other than mobile goods) are kept at the locations listed on Schedule 4.

3.5 Farm Products.

As of the Closing Date, none of the Collateral constitutes, or is the Proceeds of, Farm Products.

3.6 Investment Property.

(a) As of the Closing Date, the shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by such Grantor (other than shares of Capital Stock which are not pledged hereunder in accordance with the provisos to Section 2 of this Agreement) and all certificates and instruments representing such Pledged Stock in existence on the date hereof have been delivered to the Collateral Agent duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor in such form and substance as the Collateral Agent may reasonably request.

(b) As of the Closing Date, all the shares of, and other interests constituting, the Pledged Stock of each Subsidiary of such Grantor have been duly and validly issued and are fully paid and non-assessable.

(c) As of the Closing Date, such Grantor is the record and beneficial owner of, and has title to, the Pledged Stock and Pledged Notes pledged by it hereunder, free of any and all Liens, except the security interests created by this Agreement and other Liens permitted under Section 9.3 of the Credit Agreement.

3.7 Investment Accounts.

(a) As of the Closing Date, each Grantor, as applicable, is the sole entitlement holder of each of its Securities Accounts and Commodity Accounts, and each such Grantor has not consented to, and is not otherwise aware of, any Person having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any such Securities Account or Commodity Account or any securities or other property credited thereto; and

(b) As of the Closing Date, each Grantor is the sole account holder of each of its Deposit Accounts and each such Grantor has not consented to, and is not otherwise aware of, any Person (other than the relevant depository institution) having “control” (within the meaning of Section 9-104 of the UCC) over any such Deposit Account or any money or other property deposited therein.

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3.8 Receivables.

As of the Closing Date, no amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument (other than checks, drafts or other Instruments that will be promptly deposited in an Investment Account) or Chattel Paper evidencing an amount in excess of $5,000,000 which has not been delivered to the Collateral Agent.

3.9 Intellectual Property.

(a) As of the Closing Date, Schedule 5 lists all registrations and applications in existence on the Closing Date for Copyrights, Patents and Trademarks registered or pending application before an Intellectual Property Registry, in each case owned by such Grantor on the date hereof and (i) registered or pending application with the United States Copyright Office or the United States Patent and Trademark Office or (ii) otherwise material to the business of Holdings and its Subsidiaries, taken as a whole, as currently conducted;

(b) As of the Closing Date, such Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Intellectual Property owned by such Grantor and material to the business of Holdings and its Subsidiaries, taken as a whole, as currently conducted, in full force and effect; and

(c) As of the Closing Date, such Grantor uses adequate standards, as determined in the reasonable business judgment of such Grantor, of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks material to the business of Holdings and its Subsidiaries, taken as a whole, as currently conducted, and has taken all action necessary, in the reasonable business judgment of such Grantor, to require that all licensees of the Trademarks material to the business of Holdings and its Subsidiaries, taken as a whole, as currently conducted use such adequate standards of quality.

(d) As of the Closing Date, such Grantor has taken all commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in the Trade Secrets material to the business of Holdings and its Subsidiaries, taken as a whole.

SECTION 4. COVENANTS

Each Grantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the Discharge of Obligations:

4.1 Delivery of Instruments, Documents, Etc.

If any Grantor shall at any time hold or acquire (1) any Instrument in an amount in excess of $5,000,000 individually or in the aggregate, (2) any Chattel Paper in an amount in excess of $5,000,000 individually or in the aggregate or (3) any negotiable Document in an amount in excess of $5,000,000 individually or in the aggregate, such Grantor shall, on or before 45 days following such acquisition (or such longer period as to which the Collateral Agent may agree) or, if an Event of Default has occurred and is continuing, promptly following written notice thereof given by the Collateral Agent to such Grantor, deliver and pledge to the Collateral Agent any and all (to the extent constituting Collateral)

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Instruments, negotiable Documents and Chattel Paper duly endorsed and/or accompanied by such instruments of assignment and transfer executed by such Grantor in such form and substance as the Collateral Agent may reasonably request; provided, that so long as no Event of Default shall have occurred and be continuing, such Grantor may retain for collection in the ordinary course of business any such Instruments, negotiable Documents and Chattel Paper received by such Grantor in the ordinary course of business, and the Collateral Agent shall, promptly upon written request and at the expense of such Grantor, make appropriate arrangements for making any other Instruments, negotiable Documents and Chattel Paper pledged by such Grantor available to such Grantor for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Collateral Agent, against trust receipt or like document).

4.2 Maintenance of Insurance.

Such Grantor will maintain, with financially sound and reputable companies, insurance policies in accordance with Section 8.5 of the Credit Agreement.

4.3 Maintenance of Perfected Security Interest; Further Documentation.

(a) Such Grantor shall maintain the security interests of the Collateral Agent and the other Secured Parties created by this Agreement as perfected security interests (to the extent such security interests are required to be perfected under the terms of the Credit Agreement) having at least the priority described in Section 3.2 and shall defend such security interests against the claims and demands of all Persons whomsoever (other than to the extent such claims or demands are based on Liens permitted under the Credit Agreement), subject to the rights of such Grantor under the Loan Documents to dispose of Collateral.

(b) Such Grantor will promptly furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail.

(c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor and subject to the terms of the Credit Agreement and the provisos to Section 2 of this Agreement, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) authorizing the filing of any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and filing and recording documents necessary to record the Collateral Agent’s and the other Secured Parties’ security interest in such Grantor’s Intellectual Property in any and all Intellectual Property Registries and (ii) in the case of Collateral constituting Investment Property, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable UCC) with respect thereto.

4.4 Changes in Locations, Name, etc.

Without limiting the restrictions on mergers involving the Grantors contained in the Credit Agreement, if any Grantor shall (i) reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the Closing Date or (ii) otherwise change its name, identity or corporate structure, jurisdiction of organization, location of its chief

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executive office or its organizational identification number, such Grantor shall on or before 30 days following such change give the Collateral Agent written notice thereof and shall take all action in accordance with the terms of the Credit Agreement and this Agreement and reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Grantor agrees to promptly provide the Collateral Agent with certified Organizational Documents reflecting any of the changes described in the preceding sentence.

4.5 Investment Property

(a) If any Grantor shall become entitled to receive or shall receive (i) any Certificated Security (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), in respect of the Capital Stock of any Issuer included in the Collateral, whether or not in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and shall on or before 45 days following such acquisition (or such longer period as to which the Collateral Agent may agree), or, if an Event of Default has occurred and is continuing, promptly following written notice thereof given by the Collateral Agent to such Grantor, deliver the same promptly to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided that with respect to the Pledged Stock of any Non-Guarantor Subsidiary and Excluded Foreign Subsidiary, such Grantor shall not be required to deliver such certificate to the Collateral Agent to the extent and for so long as such Capital Stock constitutes an Excluded Asset or (ii) any Uncertificated Security (including, without limitation, any interest representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), in respect of the Capital Stock of any Issuer included in the Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and shall on or before 45 days following such acquisition (or such longer period as to which the Collateral Agent may agree), or, if an Event of Default has occurred and is continuing, promptly following written notice thereof given by the Collateral Agent to such Grantor, such Grantor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Collateral Agent, an agreement for the benefit of the Collateral Agent and the other Secured Parties in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such issuer agrees to comply with any and all instructions originated by the Collateral Agent without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction.

(b) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Capital Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 4.5(a) with respect to the Capital Stock issued by it and (iii) the terms of Sections 5.3(c) and 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.3(c) or 5.7 with respect to the Capital Stock issued by it.

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4.6 Intellectual Property.

Except as otherwise permitted under the Credit Agreement, and in accordance with the reasonable business judgment of such Grantor: (a) Such Grantor (either itself or through licensees) will (i) continue to use each Trademark material to the business of Holdings and its Subsidiaries, taken as a whole, in order to maintain such Trademark in full force free from any claim of abandonment for non-use and (ii) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated or impaired in any way.

(b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any Patent material to the business of Holdings and its Subsidiaries, taken as a whole, may become forfeited, unenforceable, abandoned or dedicated to the public.

(c) Such Grantor (either itself or through licensees) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Copyrights material to the business of Holdings and its Subsidiaries, taken as a whole, may become invalidated or otherwise impaired.

(d) Such Grantor will notify the Collateral Agent promptly if it knows, or has reason to know, that any application or registration relating to any Intellectual Property that is material to the business of Holdings and its Subsidiaries, taken as a whole, may become forfeited, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country, but excluding typical communications in the ordinary course of prosecution, such as office actions and the like) regarding such Grantor’s ownership of, or the validity or enforceability of, any such material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same, except, in each case, for Dispositions permitted under the Credit Agreement.

(e) If any Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with any Intellectual Property Registry or otherwise acquire any application or registration relating to any Intellectual Property with any Intellectual Property Registry, then such Grantor shall notify the Collateral Agent, within sixty (60) days of the submission of any such application or acquisition that relates to Intellectual Property that is (i) registered or pending application with the United States Copyright Office or the United States Patent and Trademark Office or (ii) otherwise material to the business of Holdings and its Subsidiaries, such Grantor shall execute and deliver, and have recorded with the appropriate Intellectual Property Registry, any and all agreements, instruments, documents, and papers reasonably necessary and as the Collateral Agent may request to evidence the Collateral Agent’s and the other Secured Parties’ security interest in any such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

(f) Such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before any Intellectual Property Registry to maintain and pursue each material application (and to obtain the relevant registration) and to maintain each registration of Intellectual Property that is material to the business of Holdings and its Subsidiaries, taken as a whole, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

(g) Each Grantor will take all commercially reasonable steps to maintain the confidentiality of, and otherwise protect and enforce its rights in, the Trade Secrets material to the business of the Borrower and its Subsidiaries, taken as a whole.

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SECTION 5. REMEDIAL PROVISIONS

Each Grantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the Discharge of Obligations:

5.1 Certain Matters Relating to Receivables.

(a) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Receivables and the Collateral Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. Upon written request of the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.5, and (ii) until so turned over, shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor. After the occurrence and during the continuance of an Event of Default, if requested by the Collateral Agent, each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(b) At the Collateral Agent’s request, after the occurrence and during the continuance of an Event of Default, each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

5.2 Communications with Obligors; Grantors Remain Liable.

(a) The Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms of any Receivables.

(b) Upon the request of the Collateral Agent, at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the Collateral Agent for the benefit of the Secured Parties and that payments in respect thereof shall be made directly to the Collateral Agent.

(c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) or Contract of any Grantor by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to

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perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto) or Contract of any Grantor, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

5.3 Investment Property.

(a) Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property.

(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall have given written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the Collateral Agent may determine, and (ii) any or all of the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Stock or Pledged Notes pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the request of the Collateral Agent made during the continuance of an Event of Default, pay any dividends or other payments with respect to the Pledged Stock and Pledged Notes directly to the Collateral Agent.

(d) If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to instruct the bank at which any Deposit Account is maintained to pay the balance of any Deposit Account to or for the benefit of the Collateral Agent and the other Secured Parties.

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5.4 Proceeds to be Turned Over to Collateral Agent.

In addition to the rights of the Collateral Agent and the other Secured Parties specified in Section 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Collateral Agent shall have given written notice of its intent to exercise its rights and remedies under this Section 5.4, all Proceeds received by any Grantor consisting of cash, checks, Cash Equivalents and other near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.5.

5.5 Application of Proceeds.

If an Event of Default shall have occurred and be continuing, the Collateral Agent may apply, at such time or times as the Collateral Agent may elect, all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the Obligations in the order set forth in Section 11.4 of the Credit Agreement.

5.6 Code and Other Remedies.

If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate, take possession and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in

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part of the Obligations, in such order as the Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Collateral Agent account for the surplus, if any, to any Grantor. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR WAIVES ALL CLAIMS, DAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY ARISING OUT OF THE EXERCISE BY THEM OF ANY RIGHTS OR REMEDIES HEREUNDER. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

5.7 Registration Rights.

(a) If the Collateral Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 5.6, and if in the reasonable opinion of the Collateral Agent it is necessary or advisable to have such Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Collateral Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act.

(b) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

(c) Each Grantor agrees to use commercially reasonable efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 5.7 valid and binding and in compliance with any applicable Requirement of Law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 5.7 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement.

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5.8 Intellectual Property.

(a) Upon the occurrence and during the continuation of an Event of Default:

(i) upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent an absolute assignment of all of such Grantor’s right, title and interest in and to the Intellectual Property and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

(ii) the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual Property, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents required by the Collateral Agent in aid of such enforcement, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Intellectual Property as provided in this Section, each Grantor agrees to use all reasonable measures in its reasonable business judgment, whether by action, suit, proceeding or otherwise, to prevent the infringement or other violation of any of such Grantor’s rights in the Intellectual Property by others and for that purpose agrees, to the extent commercially reasonable, to diligently maintain any action, suit or proceeding against any Person so infringing as shall be necessary to prevent such infringement or violation;

(iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Obligations outstanding only to the extent that the Collateral Agent (or any Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, the Intellectual Property; and

(iv) the Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of the Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

(A) all amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied in such order as the Collateral Agent may determine; and

(B) Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

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(b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become absolute and effective, and (iv) the Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Collateral Agent; provided that after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Agent and the Secured Parties.

(c) Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 5.8 and at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable only during the continuance of an Event of Default and without payment of royalty or other compensation to such Grantor), provided that such license shall be granted only to the extent such grant does not result in the breach of any license or similar agreement with a third party (provided that such third party license or similar agreement was not entered into in contemplation of such grant), and subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor.

5.9 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency.

SECTION 6. THE COLLATERAL AGENT

Each Grantor covenants and agrees with the Collateral Agent and the other Secured Parties that:

6.1 Collateral Agent’s Appointment as Attorney-in-Fact, etc.

(a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, in each case, from time to time after the occurrence and during the continuance of any Event of Default, in the Collateral Agent’s sole discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting

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the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following during the continuance of an Event of Default:

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable or Contract or with respect to any other Collateral whenever payable;

(ii) in the case of any Intellectual Property and Intellectual Property Licenses, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the other Secured Parties’ security interest in such Intellectual Property and Intellectual Property Licenses and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

(iv) execute, in connection with any sale provided for in Section 5.6 or 5.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

(v) (1) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Collateral Agent may in its sole discretion deem appropriate; (7) assign and/or license any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

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(b) During the continuance of an Event of Default, if any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 6 shall be payable by such Grantor to the Collateral Agent on demand and the Grantors shall otherwise pay and indemnify the Collateral Agent to the extent provided in Section 13.1 of the Credit Agreement.

(d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof or otherwise in accordance with applicable laws. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

6.2 Duty of Collateral Agent.

The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as determined in a final non-appealable judgment of a court competent jurisdiction.

6.3 Authorization for Filing Financing Statements.

Pursuant to any applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent (for the benefit of the Secured Parties) under this Agreement. Each Grantor authorizes the Collateral Agent to use the collateral description “all personal property, whether now owned or hereafter acquired” or any other similar collateral description in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statements with respect to the Collateral made prior to the date hereof. Each Grantor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder, and naming such Grantor, as debtor, and the Collateral Agent, as secured party.

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6.4 Authority of Collateral Agent.

Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 7. MISCELLANEOUS

7.1 Amendments in Writing.

None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 13.12 of the Credit Agreement.

7.2 Notices.

All notices, requests and demands to or upon the Collateral Agent or any Grantor hereunder shall be in writing and effected in the manner provided for in Section 13.3 of the Credit Agreement.

7.3 No Waiver by Course of Conduct; Cumulative Remedies.

Neither the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default, as applicable. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Collateral Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

7.4 Tax Indemnity.

(a) Each Grantor agrees to jointly and severally pay, and to save the Collateral Agent and each other Secured Party harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral.

(b) The agreements in this Section 7.4 shall survive repayment of the Obligations and any other amounts payable under the Credit Agreement and the other Loan Documents.

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7.5 Successors and Assigns.

This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and each other Secured Party and their respective successors, indorsees, transferees and assigns; provided, that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

7.6 Counterparts.

This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic means, including PDF), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

7.7 Severability.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.8 Section Headings.

The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

7.9 Integration.

This Agreement and the other Loan Documents represent the agreement of the Grantors, the Collateral Agent and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.

7.10 GOVERNING LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

7.11 SUBMISSION TO JURISDICTION; WAIVERS.

EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(a) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, TO THE

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EXTENT SUCH COURTS WOULD HAVE SUBJECT MATTER JURISDICTION WITH RESPECT THERETO, AND AGREES THAT NOTWITHSTANDING THE FOREGOING (X) A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW AND (Y) LEGAL ACTIONS OR PROCEEDINGS BROUGHT BY THE SECURED PARTIES IN CONNECTION WITH THE EXERCISE OF RIGHTS AND REMEDIES WITH RESPECT TO COLLATERAL MAY BE BROUGHT IN OTHER JURISDICTIONS WHERE SUCH COLLATERAL IS LOCATED OR SUCH RIGHTS OR REMEDIES MAY BE EXERCISED;

(b) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND WAIVES ANY RIGHT TO CLAIM THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(c) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 13.3 OF THE CREDIT AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE COLLATERAL AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO;

(d) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW;

I WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; AND

(f) WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

7.12 Acknowledgements.

Each Grantor hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party;

(b) neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among any of the Secured Parties or among the Grantors and any of the Secured Parties.

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7.13 Additional Grantors.

Each Subsidiary of any Grantor that is required to become a party to this Agreement pursuant to Section 8.8 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an assumption agreement in the form of Annex 1 hereto (an “Assumption Agreement”). The execution and delivery of such Assumption Agreement shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

7.14 Releases.

(a) Upon the Discharge of Obligations, the Collateral shall be automatically and without further action released from the Liens in favor of the Collateral Agent and the other Secured Parties created hereby, this Agreement shall terminate with respect to the Collateral Agent and the other Secured Parties, and all obligations (other than those expressly stated to survive such termination) of each Grantor to the Collateral Agent or any other Secured Party hereunder shall terminate, all without delivery of any instrument or performance of any act by any party. At the sole expense of any Grantor following any such termination, the Collateral Agent shall deliver such documents as such Grantor shall reasonably request to evidence such release and termination.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a sale, transfer or other disposition permitted by the Credit Agreement, other than with respect to a sale, transfer or other disposition to another Grantor, then such Collateral shall be automatically and without further action released from the security interests created by this Agreement. If a Grantor is disposed of pursuant to a transaction permitted by the Credit Agreement or is otherwise released from its guarantee of the Obligations pursuant to the Credit Agreement, such Grantor shall be automatically and without further action released from its obligations under this Agreement. In either case, the Collateral Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the termination and release of the Liens created hereby on Collateral of such Grantor, or such Grantor, as applicable.

(c) Upon the occurrence of any of the conditions described in Section 10.8(b) of the Credit Agreement, the Collateral (including any Pledged Stock) shall be automatically and without further action released from the security interests created by this Agreement to the extent provided in Section 10.8(b) of the Credit Agreement.

[signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

GRANTORS:

ANVIL US 1 LLC
By:
	Name:
	Title:
GLOBAL GENERATIONS INTERNATIONAL INC.
By:
	Name:
	Title:
ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.)
By:
	Name:
	Title:
ANCESTRY.COM LLC
By:
	Name:
	Title:
ANCESTRY.COM DNA, LLC
By:
	Name:
	Title:

[Pledge and Security Agreement]

Iarchives, INC.
By:
	Name:
	Title:
TGN SERVICES, LLC
By:
	Name:
	Title:
WE’RE RELATED, LLC
By:
	Name:
	Title:
ANVIL US 2 LLC
By:
	Name:
	Title:

[Pledge and Security Agreement]

BARCLAYS BANK PLC,
as Collateral Agent
By:
	Name:
	Title:

[Pledge and Security Agreement]

Annex 1 to

Pledge and Security Agreement

ASSUMPTION AGREEMENT, dated as of                     ,         , made by                                          (the “Additional Grantor”), in favor of Barclays Bank PLC, as collateral agent (together with its successors, in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement, dated as [                    ], 20[    ] (as amended, restated, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among Anvil US 1 LLC, a Delaware corporation (“Holdings”), 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 other Guarantors party thereto, the Lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, and the other parties thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, in connection with the Credit Agreement, Holdings, U.S. Holdings, the Borrower and the Subsidiary Guarantors (other than the Additional Grantor) have entered into the Pledge and Security Agreement, dated as of [                    ], 20[    ], in favor of the Collateral Agent for the benefit of the Secured Parties (as amended, restated, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Pledge and Security Agreement”);

WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Pledge and Security Agreement; and

WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Pledge and Security Agreement;

NOW, THEREFORE, IT IS AGREED:

1. Pledge and Security Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 7.13 of the Pledge and Security Agreement, (a) hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor, and (b) hereby collaterally assigns and mortgages to the Collateral Agent, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due of the Obligations of such Additional Grantor, a security interest in all of the Collateral of the Additional Grantor, in each case whether now owned or at any time hereafter acquired or in which the Additional Grantor now has or at any time in the future may acquire any right, title or interests and wherever the same may be located, but subject in all respects to the terms, conditions and exclusions set forth in the Pledge and Security Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Pledge and Security Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties applicable to the Additional Grantor contained in Section 3 of the Pledge and Security Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.

2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GRANTOR]
By:
	Name:
	Title:

2

Annex 1-A to

Assumption Agreement

Supplement to Schedule 1

Supplement to Schedule 2

Supplement to Schedule 3

Supplement to Schedule 4

Supplement to Schedule 5

Supplement to Schedule 6

EXHIBIT A

[FORM OF]

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT SECURITY AGREEMENT (this “Agreement”), dated as of [                    ], 20[    ], made by [                    ] (the “Pledgor”) in favor of Barclays Bank PLC, as collateral agent (together with its successors, in such capacity, the “Collateral Agent”).

Reference is made to (a) the Pledge and Security Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”), among the Grantors and the Collateral Agent and (b) the Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Pursuant to the Pledge and Security Agreement, the Pledgor is required to execute and deliver this Agreement. Accordingly, the parties hereto agree as follows:

Terms. Each capitalized term used but not otherwise defined in this Agreement has the meaning given or ascribed to it in the Pledge and Security Agreement. The rules of construction specified in Section 1.2 of the Pledge and Security Agreement also apply to this Agreement.

Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, the Pledgor hereby pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Copyright Collateral”):

(a) all of such Grantor’s copyrights and copyright registrations, including (i) the copyright registrations and recordings thereof and all applications in connection therewith listed on Schedule I; (ii) all extensions or renewals thereof; (iii) all income, license fees, royalties, damages and payments now and hereafter due or payable under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iv) the right to sue for past, present and future infringements thereof, and (v) all rights corresponding thereto throughout the world;

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Recordation. This Agreement has been executed and delivered by the Pledgor for the purpose of recording the grant of security interest herein with the United States Copyright Office. The Pledgor authorizes and requests that the Register of Copyrights record this Agreement.

Guarantee and Collateral Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Pledge and Security Agreement. The Pledgor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Copyright Collateral are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Pledge and Security Agreement, the terms of the Pledge and Security Agreement shall govern, and for the avoidance of doubt, Copyright Collateral shall not include any Excluded Assets.

Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic means, including PDF), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 6. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[                                         ]
By:
	Name:
	Title:

[Ancestry.com Inc. – Signature Page to Copyright Security Agreement]

BARCLAYS BANK PLC,
as Collateral Agent
By:
	Name:
	Title:

[Ancestry.com Inc. – Signature Page to Copyright Security Agreement]

EXHIBIT B

[FORM OF]

PATENT SECURITY AGREEMENT

PATENT SECURITY AGREEMENT (this “Agreement”), dated as of [                    ], 20[    ], made by [                    ] (the “Pledgor”) in favor of Barclays Bank PLC, as collateral agent (together with its successors, in such capacity, the “Collateral Agent”).

Reference is made to (a) the Pledge and Security Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”), among the Grantors and the Collateral Agent and (b) the Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Pursuant to the Pledge and Security Agreement, the Pledgor is required to execute and deliver this Agreement. Accordingly, the parties hereto agree as follows:

Terms. Each capitalized term used but not otherwise defined in this Agreement has the meaning given or ascribed to it in the Pledge and Security Agreement. The rules of construction specified in Section 1.2 of the Pledge and Security Agreement also apply to this Agreement.

Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, the Pledgor hereby pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Patent Collateral”):

(a) all United States and foreign patents and applications for letters patent throughout the world, including, but not limited to, any of the foregoing referred to on Schedule I, and all rights corresponding thereto throughout the world;

(b) all reissues, divisions, continuations, continuations-in-part, extensions, and reexaminations of any of the foregoing;

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(c) the right to sue for past, present and future infringements of any of the foregoing; and

(d) all proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

Recordation. This Agreement has been executed and delivered by the Pledgor for the purpose of recording the grant of security interest herein with the United States Patent and Trademark Office. The Pledgor authorizes and requests that the Commissioner of Patents and Trademarks record this Agreement.

Guarantee and Collateral Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Pledge and Security Agreement. The Pledgor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Patent Collateral are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Pledge and Security Agreement, the terms of the Pledge and Security Agreement shall govern, and for the avoidance of doubt, Patent Collateral shall not include any Excluded Assets.

Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic means, including PDF), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 6. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

[Remainder of this page intentionally left blank]

2

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[                                         ]
By:
	Name:
	Title:

[Ancestry.com Inc. – Signature Page to Patent Security Agreement]

BARCLAYS BANK PLC,
as Collateral Agent
By:
	Name:
	Title:

[Ancestry.com Inc. – Signature Page to Patent Security Agreement]

EXHIBIT C

[FORM OF]

TRADEMARK SECURITY AGREEMENT

TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of [                    ], 20[    ], made by [                    ] (the “Pledgor”) in favor of Barclays Bank PLC, as collateral agent (together with its successors, in such capacity, the “Collateral Agent”).

Reference is made to (a) the Pledge and Security Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”), among the Grantors and the Collateral Agent and (b) the Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Pursuant to the Pledge and Security Agreement, the Pledgor is required to execute and deliver this Agreement. Accordingly, the parties hereto agree as follows:

Terms. Each capitalized term used but not otherwise defined in this Agreement has the meaning given or ascribed to it in the Pledge and Security Agreement. The rules of construction specified in Section 1.2 of the Pledge and Security Agreement also apply to this Agreement.

Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, the Pledgor hereby pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):

(a) all U.S., State and foreign trademarks, trade names, corporate names, company names, business names, domain names, fictitious business names, trade styles, service marks, certification marks, collective marks, logos and other source or business identifiers, designs and general tangibles of a like nature, all registrations thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political

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subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to on Schedule I, and all rights corresponding thereto throughout the world;

(b) all of the goodwill of the business connected with the use of and symbolized by the foregoing;

(c) all extensions and renewals of the foregoing;

(d) the right to sue for past, present and future infringements or dilution of any of the foregoing or for any injury to goodwill; and

(e) all proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit;

provided that, in no event shall the Trademark Collateral include, and Pledgor shall not be deemed to have assigned, pledged or granted a security interest in, any of such Pledgor’s right, title or interest in any trademark applications filed in the United States Patent and Trademark Office on the basis of Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of such trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. § 1051, et seq.), whereupon such trademark application will be deemed automatically included in the Trademark Collateral, but solely to the extent that granting the security interest in such trademark application prior to such filing would adversely affect the enforceability or validity of such trademark application or any registration issuing therefrom.

Recordation. This Agreement has been executed and delivered by the Pledgor for the purpose of recording the grant of security interest herein with the United States Patent and Trademark Office. The Pledgor authorizes and requests that the Commissioner of Patents and Trademarks record this Agreement.

Guarantee and Collateral Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Pledge and Security Agreement. The Pledgor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Pledge and Security Agreement, the terms of the Pledge and Security Agreement shall govern, and for the avoidance of doubt, Trademark Collateral shall not include any Excluded Assets.

Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic means, including PDF), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

2

SECTION 6. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[                                         ]
By:
	Name:
	Title:

Exhibit E

BARCLAYS BANK PLC,
as Collateral Agent
By:
	Name:
	Title:

Exhibit E

EXHIBIT F

FORM OF NOTICE OF BORROWING

[Date]

Barclays Bank PLC, as

Administrative Agent (the “Administrative

Agent”) for the Lenders party to the Credit

Agreement referred to below

Bank Debt Management Group

745 Seventh Avenue

New York, NY 10019

Attention: Agency Services

With a copy to:

Barclays Bank PLC

Loan Operations

1301 Avenue of the Americas

New York, NY 10019

Attention: Agency Services

Ladies and Gentlemen:

The undersigned, Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), refers to the Credit and Guaranty Agreement, dated as of December 28, 2012 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement,” the capitalized terms defined therein being used herein as therein defined), among the Borrower, Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section [2.3(a)][2.3(b)(i)] of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section [2.3(a)][2.3(b)(i)] of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is                          ,             .¹

¹  Shall be (x) the Business Day of such borrowing in the case of Base Rate Loans, (y) at least three (3) Business Days in the case of LIBOR Loans after the date hereof and (z) at least four (4) Business Days in the case of Alternate Currency Loans after the date hereof; provided that any such notice shall be deemed to have been given on a certain day only if given before (x) 1:00 P.M. (New York City time) with respect to LIBOR Loans, (y) 10:00 A.M (New York City time) with respect to Base Rate Loans, and (z) 2:00 P.M. (New York City time) with respect to Swingline Loans on such day.

Exhibit F

(ii) The aggregate principal amount of the Proposed Borrowing is $            .

(iii) The Loans to be made pursuant to the Proposed Borrowing shall consist of [Term Loans][Revolving Loans][Swingline Loans].

(iv) The Proposed Borrowing shall be denominated in [Dollars] [Euros] [Pounds Sterling] [Alternate Currency].²

(v) The Loans to be made pursuant to the Proposed Borrowing shall be initially maintained as [Base Rate Loans] [LIBOR Loans] [Alternate Currency Loans].³

[(vi) The initial Interest Period for the Proposed Borrowing is [one month] [two months] [three months] [six months] [nine months] [twelve months].⁴]⁵

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

(A) each of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are and will be true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representations and warranties are accurate in all respects), on and as of the date of such Proposed Borrowing, except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representations and warranties are accurate in all respects) as of such earlier date; and

(B) no Default or Event of Default has occurred and is continuing on the date of such Proposed Borrowing or after giving effect to such Proposed Borrowing.

Very truly yours,
ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.)
By:
	Name:
	Title:

²  Alternate Currency to be specified.

³  Alternate Currency to be specified.

⁴  Nine or twelve month periods require approval by each Lender under the relevant tranche.

⁵  To be included for a Proposed Borrowing of Fixed Rate Loans.

Exhibit F

EXHIBIT G

FORM OF TERM NOTE

$	New York, New York
	,

FOR VALUE RECEIVED, ANCESTRY.COM INC (F/K/A GLOBAL GENERATIONS MERGER SUB INC.), a Delaware corporation (the “Borrower”), hereby promises to pay to [                    ] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, at the Payment Office (as defined in the Credit Agreement referred to below) on the Term Loan Maturity Date (as defined in the Credit Agreement) the unpaid principal amount of all Term Loans (as defined in the Credit Agreement) made by the Lender pursuant to the Credit Agreement, payable at such times and in such amounts as are specified in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount of each Term Loan made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.9 and Section 2.10 of the Credit Agreement.

This Note is one of the Term Notes referred to in the Credit and Guaranty Agreement, dated as of December 28, 2012, among Anvil US 1 LLC (“Holdings”), Global Generations International Inc., (“U.S. Holdings”), the Borrower, the Subsidiary Guarantors from time to time party thereto, the lenders from time to time party thereto (including the Lender) and Barclays Bank PLC, as Administrative Agent (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”) and is entitled to the benefits thereof and of the other Loan Documents (as defined in the Credit Agreement). This Note is secured by the Security Documents (as defined in the Credit Agreement) and is entitled to the benefits of the Guarantee (as defined in the Credit Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Term Loan Maturity Date, in whole or in part, and Term Loans may be converted from one Type (as defined in the Credit Agreement) into another Type to the extent provided in the Credit Agreement.

In case an Event of Default (as defined in the Credit Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement.

The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note.

Exhibit G

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.)
By:
	Name:
	Title:

Exhibit G

EXHIBIT H

FORM OF REVOLVING NOTE

$	New York, New York
	,

FOR VALUE RECEIVED, ANCESTRY.COM INC (F/K/A GLOBAL GENERATIONS MERGER SUB INC.), a Delaware corporation (the “Borrower”), hereby promises to pay to [                    ] or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, at the Payment Office (as defined in the Credit Agreement referred to below) on the Revolving Loan Maturity Date (as defined in the Credit Agreement) the unpaid principal amount of all Revolving Loans (as defined in the Credit Agreement) made by the Lender pursuant to the Credit Agreement, payable at such times and in such amounts as are specified in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount of each Revolving Loan made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.9 and Section 2.10 of the Credit Agreement.

This Note is one of the Revolving Notes referred to in the Credit and Guaranty Agreement, dated as of December 28, 2012, among Anvil US 1 LLC, Global Generations International Inc., Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.), the Subsidiary Guarantors from time to time party thereto, the lenders from time to time party thereto (including the Lender) and Barclays Bank PLC, as Administrative Agent (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”) and is entitled to the benefits thereof and of the other Loan Documents (as defined in the Credit Agreement). This Note is secured by the Security Documents (as defined in the Credit Agreement) and is entitled to the benefits of the Guarantee (as defined in the Credit Agreement). As provided in the Credit Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Revolving Loan Maturity Date, in whole or in part, and Revolving Loans may be converted from one Type (as defined in the Credit Agreement) into another Type to the extent provided in the Credit Agreement.

In case an Event of Default (as defined in the Credit Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement.

The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note.

Exhibit H

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.)
By:
	Name:
	Title:

Exhibit H

EXHIBIT I

FORM OF SWINGLINE NOTE

$	New York, New York
	,

FOR VALUE RECEIVED, ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.), a Delaware corporation (the “Borrower”), hereby promises to pay to Barclays Bank PLC or its registered assigns (the “Lender”), in lawful money of the United States of America in immediately available funds, at the Payment Office (as defined in the Credit Agreement referred to below) on the Swingline Expiry Date (as defined in the Credit Agreement) the unpaid principal amount of all Swingline Loans (as defined in the Credit Agreement) made by the Lender pursuant to the Credit Agreement, payable at such times and in such amounts as are specified in the Credit Agreement.

The Borrower also promises to pay interest on the unpaid principal amount of each Swingline Loan made by the Lender in like money at said office from the date hereof until paid at the rates and at the times provided in Section 2.9 and Section 2.10 of the Credit Agreement.

This Note is the Swingline Note referred to in the Credit and Guaranty Agreement, dated as of December 28, 2012, among Anvil US 1 LLC, Global Generations International Inc., Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.), the Subsidiary Guarantors from time to time party thereto, the lenders from time to time party thereto (including the Lender) and Barclays Bank PLC, as Administrative Agent (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”) and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Credit Agreement). This Note is secured by the Security Documents (as defined in the Credit Agreement) and is entitled to the benefits of the Guarantee (as defined in the Credit Agreement). As provided in the Credit Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the Swingline Expiry Date, in whole or in part.

In case an Event of Default (as defined in the Credit Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement.

The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note.

Exhibit I

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.)
By:
	Name:
	Title:

Exhibit I

EXHIBIT J

FORM OF NOTICE OF CONVERSION/CONTINUATION

[Date]

Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”) for the Lenders party to the Credit Agreement referred to below

Bank Debt Management Group

745 Seventh Avenue

New York, NY 10019

Attention: Agency Services

With a copy to:

Barclays Bank PLC

Loan Operations

1301 Avenue of the Americas

New York, NY 10019

Attention: Agency Services

Ladies and Gentlemen:

The undersigned, Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), refers to the Credit and Guaranty Agreement, dated as of December 28, 2012 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement,” the capitalized terms defined therein being used herein as therein defined), among Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), the Borrower, the Subsidiary Guarantors from time to time party thereto, the lenders from time to time party thereto (each, a “Lender” and collectively, the “Lenders”) and you, as Administrative Agent for such Lenders, and hereby give you notice, irrevocably, pursuant to Section 2.7 of the Credit Agreement, that the undersigned hereby requests to [convert] [continue] the Borrowing of [Term Loans][Revolving Loans] referred to below, and in that connection sets forth below the information relating to such [conversion] [continuation] (the “Proposed [Conversion] [Continuation]”) as required by Section 2.7 of the Credit Agreement:

(i) The Proposed [Conversion] [Continuation] relates to the Borrowing of [Term Loans] [Revolving Loans] originally made on                  , 201   (the “Outstanding Borrowing”) in the principal amount of [USD$][EUR€][GBP£]                      and currently maintained as a Borrowing of [Base Rate Loans] [Fixed Rate Loans with an Interest Period ending on                  ,         ].

Exhibit J

(ii) The Business Day of the Proposed [Conversion] [Continuation] is                  ,         .¹

[(iii) The Outstanding Borrowing shall be [continued as a Borrowing of Fixed Rate Loans with an Interest Period of             ] [converted into a Borrowing of [Base Rate Loans] [Fixed Rate Loans with an Interest Period of             ].]²

[The undersigned hereby certifies that no Default or Event of Default has occurred and is continuing on the date or after giving effect to such Proposed [Conversion] [Continuation].³

Very truly yours,
ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.
By:
	Name:
	Title:

¹  With respect to Base Rate Loans into LIBOR Loans, shall be a Business Day at least three (3) Business Days after the date hereof; provided that such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day. With respect to LIBOR Loans into Base Rate Loans, shall be on the same Business Day; provided that such notice shall be deemed to have been given on a certain day only if given before 10:00 A.M. (New York City time). With respect to conversions into or continuations of Alternative Currency Loans, shall be a Business Day at least four (4) Business Days after the date hereof.

²  In the event that either (x) only a portion of the outstanding Borrowing is to be so converted or continued or (y) the outstanding Borrowing is to be divided into separate Borrowings with different Interest Periods, the Borrower should make appropriate modifications to this clause to reflect same.

³  In the case of a Proposed Conversion or Continuation, insert this sentence only in the event that the conversion is from a Base Rate Loan to a LIBOR Loan or in the case of a continuation of a LIBOR Loan.

Exhibit J

EXHIBIT K

FORM OF LETTER OF CREDIT REQUEST

Dated     ¹

Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”), under the Credit and Guaranty Agreement, dated as of December 28, 2012 (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”), among Anvil US 1 LLC, (“Holdings”), Global Generations International Inc., (“U.S. Holdings”), Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.), (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and the Administrative Agent.

[                    ]

Attention: [                    ]

Tel: [                    ]

With a copy to:

[                    ]

Attention:

Tel:

[[            ²            ], as Issuing Lender

under the Credit Agreement

                                         ]

Attention: [                        ]

Ladies and Gentlemen:

¹  Date of Letter of Credit Request.

²  Insert name and address of Issuing Lender. For Standby Letters of Credit issued by Barclays Bank PLC Branch insert: Barclays Bank PLC, Attention: Letter of Credit Group. For Letters of Credit issued by another Issuing Lender, insert the correct notice information for that Issuing Lender.

Exhibit K

Pursuant to Section 3.3 of the Credit Agreement, we hereby request that the Issuing Lender referred to above issue a [Trade] [Standby] Letter of Credit for the account of the undersigned on     ³     (the “Date of Issuance”) in the aggregate Stated Amount of     ⁴    .

For purposes of this Letter of Credit Request, unless otherwise defined herein, all capitalized terms used herein which are defined in the Credit Agreement shall have the respective meaning provided therein.

The beneficiary of the requested Letter of Credit will be     ⁵     , and such Letter of Credit will be in support of     ⁶     and will have a stated expiration date of     ⁷    .

We hereby certify that:

(A) each of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are and will be true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representations and warranties are accurate in all respects), on and as of the Date of Issuance, except to the extent such representations and warranties related to an earlier date, in which case such representations and warranties are true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representations and warranties are accurate in all respects) as of such earlier date; and

(B) no Default or Event of Default has occurred and is continuing on the Date of Issuance or after giving effect to the issuance of the Letter of Credit on the Date of Issuance.

ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.)
By:
	Name:
	Title:

³  Date of Issuance which shall be (x) a Business Day and (y) at least three (3) Business Days after the date hereof (or such earlier date as is acceptable to the respective Issuing Lender in any given case).

⁴  Aggregate initial Stated Amount of the Letter of Credit which should not be less than $100,000 (or such lesser amount as is acceptable to the respective Issuing Lender).

⁵  Insert name and address of beneficiary.

⁶  Insert a description of L/C supportable obligations (in the case of Standby Letters of Credit) and insert description of permitted trade obligations of the Group Members (in the case of Trade Letters of Credit).

⁷  Insert the last date upon which drafts may be presented which may not be later than (i) in the case of Standby Letters of Credit, the earlier of (x) one year after the Date of Issuance and (y) the 3^rd Business Day preceding the Revolving Loan Maturity Date and (ii) in the case of Trade Letters of Credit, the earlier of (x) 180 days after the Date of Issuance and (y) 30 days prior to the Revolving Loan Maturity Date.

Exhibit K

EXHIBIT L

FORM OF NON-BANK CERTIFICATE

Reference is hereby made to the Credit and Guaranty Agreement, dated as of December 28, 2012, among Anvil US 1 LLC, Global Generations International Inc., Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, and Barclays Bank PLC, as Administrative Agent (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 5.5(b)(1)(ii) of the Credit Agreement, the undersigned hereby certifies that:

1. It is the sole record and beneficial owner of the obligations hereunder and under any Note (the “Obligations”) in respect of which it is providing this certificate.

2. It is not a “bank” as such term is used in Section 881(c)(3)(A) of the Code.

3. It is not a 10% shareholder, within the meaning of Section 871(h)(3)(B) of the Code, of any Borrower.

4. It is not a “controlled foreign corporation” related to any Borrower within the meaning of Section 881(c)(3)(C) of the Code.

The income from the Obligations held by it is not effectively connected with the conduct of a United States trade or business.

[NAME OF LENDER, ISSUING LENDER OR ADMINISTRATIVE AGENT]
By:
	Name:
	Title:

Date:                  ,         

Exhibit L

EXHIBIT M

FORM OF CLOSING CERTIFICATE³⁵

I, the undersigned, Chief Financial Officer of Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Company”), do hereby certify, solely in my capacity as an officer of the Company and not in my individual capacity, on behalf of the Company, that:

(a)

(b) 1. This Certificate is furnished pursuant to the Credit and Guaranty Agreement, dated as of December 28, 2012, among the Company, Anvil US 1 LLC, Global Generations International Inc. (“U.S. Holdings”), the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto and Barclays Bank PLC, as Administrative Agent (such Credit Agreement, as in effect on the date of this Certificate, being herein called the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

(c) 2. The persons named in Exhibit A are duly elected and qualified officers of the Company, holding the respective offices in Exhibit A set forth opposite their names, and the signatures on Exhibit A set forth opposite their names are their genuine signatures.

(d)

(e) 3. Attached hereto as Exhibit B is a certified copy of the Amended and Restated Certificate of Incorporation of the Company as filed in the Office of the Secretary of State of the State of Delaware on November 9, 2009, together with all amendments thereto adopted through the date hereof.

(f)

(g) 4. Attached hereto as Exhibit C is a true and correct copy of the Amended and Restated Bylaws of the Company, which were duly adopted and are in full force and effect on the date hereof, together with all amendments thereto adopted through the date hereof.

(h) 5. Attached hereto as Exhibit D is a true and correct copy of resolutions, which were duly adopted on December 28, 2012 by unanimous written consent of the Board of Directors of the Company, and said resolutions have not been rescinded, amended or modified. Except as attached hereto as Exhibit D, no resolutions have been adopted by the Board of Directors of the Company which deal with the execution, delivery or performance of any of the Loan Documents to which the Company is a party.

(i) [6. On the date hereof, all of the conditions set forth in Section 7.1 of the Credit Agreement have been satisfied (other than such conditions that are expressly subject to the satisfaction of the Administrative Agent). ]³⁶

³⁵  To modify as appropriate based on the entity and signatories executing the Closing Certificate

³⁶  To insert only for Closing Certificate of Ancestry.com Inc.

7. On the date hereof, no Default or Event of Default has occurred and is continuing (immediately prior to the extensions of credit to be made) or would result after giving effect to the extensions of credit to be made.

8. There is no pending proceeding for the dissolution or liquidation of the Company or, to the knowledge of the undersigned, threatening its existence.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above.

Ancestry.com Inc.
By:
	Name:	Howard Hochhauser
	Title:	Chief Financial Officer

[Signature Page to Closing Certificate – Ancestry.com Inc.]

I, the undersigned, Corporate Secretary of the Company, do hereby certify, solely in my capacity as an officer of the Company and not in my individual capacity, on behalf of the Company that:

1. Howard Hochhauser is the duly elected and qualified Chief Financial Officer of the Company and the signature above is his genuine signature.

2. The certifications made by Howard Hochhauser on behalf of the Company in Items 2, 3, 4 and 8 above are true and correct.

IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above.

Ancestry.com Inc.
By:
	Name:	William Stern
	Title:	Corporate Secretary

[Signature Page to Closing Certificate – Ancestry.com Inc.]

EXHIBIT A

Name	Office	Signature
Howard Hochhauser	Chief Financial Officer and Chief Operating Officer
Timothy Sullivan	President and Chief Executive Officer
William Stern	General Counsel and Corporate Secretary

[Signature Page to Incumbency Certificate – Ancestry.com Inc.]

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT N

FORM OF SOLVENCY CERTIFICATE

Reference is made to (a) the Credit and Guaranty Agreement, dated as of December 28, 2012 (the “Credit Agreement”); unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement), among Anvil US 1 LLC, a Delaware limited liability company (“Holdings”), 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 from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent.

The undersigned hereby certifies as follows:

1. I am the Chief Financial Officer of Holdings.

2. I have reviewed the terms of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

3. Based upon my review and examination described in paragraph 2 above, I certify that as of the date hereof, Holdings and its Restricted Subsidiaries, on a consolidated basis, are, and after giving effect to the Transactions and the other transactions contemplated by the Credit Agreement:

(i) The sum of the debt (including contingent liabilities) of the Holdings and its Restricted Subsidiaries, taken as a whole, does not exceed the fair value of the present assets of the Holdings and its Restricted Subsidiaries, taken as a whole.

(ii) The present fair saleable value of the assets of Holdings and its Restricted Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liabilities (including contingent liabilities) of Holdings and its Restricted Subsidiaries, taken as a whole, on their debts as they become absolute and matured.

(iii) The capital of Holdings and its Restricted Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of Holdings or its Restricted Subsidiaries, taken as a whole, contemplated as of the date hereof.

(iv) Holdings and its Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts (including current obligations and contingent liabilities) beyond their ability to pay such debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability

Exhibit N

The foregoing certifications are made and delivered as of December [    ], 2012.

This certificate is being signed by the undersigned in his capacity as Chief Financial Officer of Holdings and not in his individual capacity.

[Signature page to follow]

Exhibit N

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above.

ANVIL US 1 LLC
By:
	Name:	[            ]
	Title:	Chief Financial Officer

Exhibit N

EXHIBIT O

FORM OF PREPAYMENT NOTICE

Barclays Bank PLC,

as Administrative Agent

Bank Debt Management Group

745 Seventh Avenue

New York, NY 10019

Attention: Agency Services

With a copy to:

Barclays Bank PLC

Loan Operations

1301 Avenue of the Americas

New York, NY 10019

Attention: Agency Services

Re: Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) Credit Agreement

[Date]

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated December 28, 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Anvil US 1 LLC, a Delaware corporation (“Holdings”), 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 several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Lender. Borrower hereby gives you notice pursuant to Section 5.1 of the Credit Agreement¹ that it shall be making a prepayment under the Credit Agreement:

(A)   Rate of Loans being repaid	[LIBOR Loans] [ABR Loans]
(B)   Principal amount of borrowing being prepaid

¹  If this notice indicates that a prepayment is to be funded with a Refinancing of the Facilities (including in the context of a transaction involving a Change of Control) this notice of prepayment may be revoked if such Refinancing is not consummated, subject to payment of any costs referred to in Section 2.12 of the Credit Agreement.

Exhibit O

(C) Date of prepayment
[(D) Type of Borrowing2	[Term Loans] [Revolving Credit Loans] [Swingline Loans]]

[Signature Page Follows]

²  Include only for LIBOR Loans.

Exhibit O

ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.)
By:
	Name:
	Title:

Exhibit O

EXHIBIT P

FORM OF U.S. PERFECTION CERTIFICATE

December 28, 2012

This Perfection Certificate is delivered in connection with the Credit and Guaranty Agreement, dated as of December 28, 2012, among Anvil US 1 LLC, a Delaware limited liability company (“Holdings”), 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 from time to time party hereto, the Lenders and issuers of Letters of Credit and Barclays Bank PLC, as Administrative Agent (the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The Borrower hereby certifies on behalf of itself and the other grantors specified below (together with the Borrower and Holdings, the “Grantors,” and, each individually, a “Grantor”) as follows:

I. CURRENT INFORMATION

A. Legal Names, Organizations, Jurisdictions of Organization and Organizational Identification Numbers. The full and exact legal name (as it appears in each respective certificate or articles of incorporation, limited liability membership agreement or similar organizational documents, in each case as amended to date), the type of organization (or if any Grantor is an individual, please indicate so), the jurisdiction of organization (or formation, as applicable), and the organizational identification number (not tax identification number) of each Grantor are as follows:

Legal Name of Grantor	Type of Organization	Jurisdiction of Organization/ Formation	Organizational Identification Number
[    ]	[    ]	[    ]	[    ]

B. Chief Executive Offices and Mailing Addresses. The chief executive office address (or the principal residence if any Grantor is a natural person) and the preferred mailing address (if different than chief executive office or residence) of each Grantor are as follows:

Name of Grantor	Address of Chief Executive Office (or for natural persons, residence)	Mailing Address (if different than CEO or residence)
[    ]	—        [    ]	[    ]

Exhibit P

C. Special Debtors. Except as specifically identified below none of the Grantors is a: (i) transmitting utility (as defined in UCC Section 9-102(a)(80)), (ii) primarily engaged in farming operations (as defined in UCC Section 9-102(a)(35)), (iii) a trust, (iv) a Foreign Air Carrier within the meaning of the Federal Aviation Act of 1958, as amended or (v) a branch or agency of a bank which bank is not organized under the law of the United States or any state thereof.

[    ]

D. Trade Names/Assumed Names.

Current Trade Names. Set forth below is each trade name or assumed name currently used by any Grantor or by which any Grantor is known or is transacting any business:

[    ]

E. Changes in Names, Jurisdiction of Organization or Corporate Structure.

Except as set forth below or in connection with the Transactions, no Grantor has changed its name, jurisdiction of organization or its corporate structure in any way (e.g. by merger, consolidation, change in corporate form, change in jurisdiction of organization or otherwise) or used any other names on any filings with the Internal Revenue Service within the past five (5) years:

Grantor	Date of Change	Description of Change
[    ]	[    ]	[    ]

F. Prior Addresses.

Except as set forth below, no Grantor has changed its chief executive office, or principal residence if any Grantor is a natural person, within the past five (5) years:

[    ]

Exhibit P

G. Acquisitions of Equity Interests or Assets.

Except as set forth below, no Grantor has acquired the equity interests of another entity or substantially all the assets of another entity within the past five (5) years:

Grantor	Date of Acquisition	Description of Acquisition
[    ]	[    ]	[    ]

II. INFORMATION REGARDING CERTAIN COLLATERAL

A. Investment Related Property

1. Equity Interests. Set forth below is a list of all equity interests owned by each Grantor together with the type of organization that issued such equity interests (e.g. corporation, limited liability company, partnership or trust):

Grantor

Issuer

Type of Organization

# of Shares Owned

Total Shares Outstanding

% of Interest Pledged

Certificate No. (if uncertificated, please indicate so)

Par Value

[    ]

[

]

[

]

[

]

[

]

[

]

[

]

[

]

2. Debt Securities & Instruments. Set forth below is a list of all debt securities, chattel paper, promissory notes and instruments and other evidence of indebtedness owed to any Grantor in the principal amount of greater than $1,000,000:

[    ]

B. Intellectual Property. Set forth below is a list of all copyrights, patents, and trademark, all applications and licenses thereof and other intellectual property owned or used, or hereafter adopted, held or used, by each Grantor:

1. Copyrights, Copyright Applications and Copyright Licenses

Copyrights

Grantor	Title	Description	Registration No./Date
[    ]	[    ]	[    ]	[    ]

Exhibit P

Copyright Licenses

[    ]

2. Patents, Patent Applications and Patent Licenses

Patents

Debtor/Grantor	Title	Appln. No.	Filing Date	Issue Date	Patent No.
[    ]	[    ]	[    ]	[    ]	[    ]	[    ]

Patent Licenses

[    ]

3. Trademarks, Trademark Applications and Trademark Licenses

Trademarks

Grantor	Mark	Application No.	Filing Date	Registration Date	Registration No.	Country
[    ]	[    ]	[    ]	[    ]	[    ]	[    ]	[    ]

Trademark Licenses

[    ]

Domain Names

[    ]

Exhibit P

C. Tangible Personal Property in Former Article 9 Jurisdictions and Canada. Set forth below are all the locations within the Commonwealth of Puerto Rico and any Province of Canada where any relevant Grantor currently maintains or has maintained any material amount (fair market value of $1,000,000 or more) of its tangible personal property (including goods, inventory and equipment) of any such Grantor (whether or not in the possession of any such Grantor) within the past five (5) years:

[    ]

D. Real Estate Related UCC Collateral

1. Real Property. Set forth below are all the locations where each Grantor owns or leases any real property:

Grantor	Address/City/State/Zip Code	County	Owned or Leased	Use	Mortgaged (Y/N)
[    ]	[    ]	[    ]	[    ]	[    ]	[    ]

2. “As Extracted” Collateral. Set forth below are all the locations where each Grantor owns, leases or has an interest in any wellhead or minehead:

[    ]

3. Timber to be Cut. Set forth below are all locations where each Grantor owns goods that are timber to be cut:

[    ]

E. Commercial Tort Claims. Set forth below is a true and correct list of all Commercial Tort Claims (as defined in the Security Agreement) held by each Grantor with a value in excess of $5,000,000, including a brief description thereof.

[    ]

Exhibit P

III. AUTHORITY TO FILE FINANCING STATEMENTS

The undersigned, on behalf of each Grantor, hereby authorizes Barclays Bank PLC (“Barclays”) as the administrative agent and the collateral agent (in such capacities, the “Administrative Agent” and “Collateral Agent”), to file financing or continuation statements, and amendments thereto, in all jurisdictions and with all filing offices as are necessary or advisable to perfect the security interest granted or to be granted to Barclays under that certain Credit Agreement, dated as of the date hereof (as amended, restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”) to be executed among Holdings, the Borrower, Barclays as Administrative Agent and Collateral Agent, the lenders party thereto and the other parties thereto. Such financing statements may describe the collateral in the same manner as described in the Credit Agreement or may contain an indication or description of collateral that describes such property in any other manner as Barclays, as Administrative Agent and Collateral Agent, and the Borrower, may determine is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Barclays as Administrative Agent and Collateral Agent, including, without limitation, describing such property as “all assets” or “all personal property.”

[Remainder of this page intentionally left blank.]

Exhibit P

IN WITNESS WHEREOF, the undersigned hereto has caused this Perfection Certificate to be executed as of the date first written above by its officer thereunto duly authorized.

THE BORROWER:	ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.)
	By:
		Name:
		Title:
GUARANTORS:	ANVIL US 1 LLC
	By:
		Name:
		Title:
	GLOBAL GENERATIONS INTERNATIONAL INC.
	By:
		Name:
		Title:
	ANCESTRY.COM DNA, LLC
	By:
		Name:
		Title:
	ANCESTRY.COM LLC
	By:
		Name:
		Title:

Exhibit P

ANCESTRY.COM OPERATIONS INC.
By:
	Name:
	Title:
iARCHIVES, INC.
By:
	Name:
	Title:
TGN SERVICES, LLC
By:
	Name:
	Title:
ANCESTRY.COM OPERATIONS INC.,
as Sole Member of WE’RE RELATED, LLC
By:
	Name:
	Title:

[Signature page to Credit Agreement]

EXHIBIT Q

Security and Guarantee Principles

Reference is made to that certain Credit and Guaranty Agreement, dated as of December [    ], 2012 (the “Credit Agreement”), among Anvil US 1 LLC (“Holdings”), Global Generations International Inc. (“U.S. Holdings”), Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.) (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional investors and other entities from time to time parties to the Credit Agreement as lenders or holders of the Loans (the “Lenders”) and issuers of Letters of Credit and Barclays Bank PLC, as administrative agent (together with its successors, in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

Security and Guarantee	The Guarantees and security interests to be provided by the Foreign Security Documents in connection with the Credit Agreement will be given in accordance with the security and guarantee principles set out in this Exhibit Q (the “Security and Guarantee Principles”). This Exhibit Q addresses the manner in which the Security and Guarantee Principles will impact the Guarantees and security interests proposed to be taken pursuant to the Foreign Security Documents in relation to the Transactions.
	The Security and Guarantee Principles embody recognition by all parties that there may be certain legal and practical difficulties in obtaining Guarantees and security interests from all Guarantors that are Foreign Subsidiaries in jurisdictions in which such Guarantors are incorporated and/or it has been agreed that such Guarantees and security interests will be granted. In particular, with respect to each Foreign Security Document:
	(a) any assets subject to third party arrangements, existing on the Closing Date or at the time such assets would otherwise become Collateral, which are permitted by the Credit Agreement and which prevent those assets from becoming subject to a security interest will be excluded from the Collateral in any relevant security document; provided that commercially reasonable efforts to obtain consent to granting a security interest in any such assets shall be used by the relevant Guarantor if the relevant asset is material as reasonably determined in good faith by Holdings in writing delivered to the Administrative Agent; and provided further that such restriction was not entered into for the purpose of excluding such assets from the Collateral; (b) the Guarantors will not be required to give Guarantees or enter into security documents if it is not within the legal capacity of the relevant Guarantor or if the same would

[Signature page to Credit Agreement]

conflict with the fiduciary duties of those directors or contravene any legal prohibition or would result in (or in a material risk of) personal or criminal liability on the part of any officer as advised by counsel; provided that the relevant Guarantor shall use commercially reasonable efforts to overcome any such obstacle;

(c) perfection of security interests, when required, and other legal formalities will be completed as soon as practicable and, in any event, within the time periods specified in the Loan Documents therefor or within the time periods specified by applicable law in order to ensure due perfection;

(d) certain supervisory board, works council or another external body’s consent may be required by law to enable a Guarantor to provide a Guarantee or security interest in the Collateral. Such Guarantee and/or security interest shall not be required unless such consent has been received; provided that commercially reasonable efforts shall be used by the relevant Guarantor to obtain the relevant consent;

(e) a key factor in determining whether or not a Guarantee or security interest shall be taken is the applicable cost (including adverse effects on interest deductibility and stamp duty, notarization and registration fees) which shall not be disproportionate to the benefit to the banks of obtaining such Guarantee or security interest as reasonably determined in good faith by Holdings in writing to the Administrative Agent;

(f) the maximum granted or secured amount may be limited to minimize stamp duty, notarization, registration or other applicable fees, taxes and duties where the benefit of increasing the granted or secured amount is disproportionate to the level of such fee, taxes and duties as determined in good faith by the Holdings and the Administrative Agent and, where such security interest is to be given in light of the Security and Guarantee Principles, only those assets that are not Excluded Assets shall be subject to such security interest;

(g) where there is material incremental cost involved in creating a security interest over all assets owned by a Guarantor in a particular category (e.g. real estate) the principle stated at paragraph (f) above shall apply;

(h) it is acknowledged that in certain jurisdictions it may be either impossible or impractical to create a security interest over certain categories of assets as reasonably determined in good faith by Holdings in writing delivered to the

[Signature page to Credit Agreement]

Administrative Agent, in which event a security interest will not be taken over such assets consistent with customary practice in the relevant jurisdiction;

(i) general statutory limitations, financial assistance, corporate benefit, capital maintenance rules, fraudulent preference, “thin capitalisation” rules, retention of title claims and similar principles may limit the ability of a Foreign Subsidiary to provide a Guarantee or Collateral or may require that the Guarantee or Collateral be limited by an amount or otherwise, in each case as reasonably determined in good faith by Holdings delivered in writing to the Administrative Agent;

(j) the giving of a Guarantee, the granting of a security interest or the perfection of the security interest granted will not be required if it would have a material adverse effect on the ability of the relevant Guarantor to conduct its operations and business in the ordinary course as otherwise permitted by the Loan Documents as reasonably determined in good faith by Holdings in writing delivered to the Administrative Agent;

(k) to the extent possible, all security interests shall be given in favor of the Administrative Agent; “Parallel debt” provisions will be used where necessary and such provisions will be contained in the Credit Agreement and not the individual security documents unless required under local laws;

(l ) unless required to perfect the relevant security interests or to maintain perfection thereof, to the extent possible, there should be no action required to be taken in relation to the Guarantees or security interests when any Lender transfers any of its participation in the Credit Agreement to a new Lender;

(m) information, such as lists of assets, will be provided if and only to the extent, required by local law to be provided to perfect or register the relevant security interests and, unless required to be provided by local law more frequently, will be provided annually or upon the occurrence of an Event of Default that is continuing, as reasonably requested by the Administrative Agent;

(n) unless granted under (i) a global security document governed by the law of the jurisdiction of a Guarantor or under New York law or (ii) a pledge agreement governed by the law of the jurisdiction of a material Restricted Subsidiary whose equity is being pledged or (iii) as required by local law, all security interests shall be governed by the law of the jurisdiction of incorporation of that Guarantor;

[Signature page to Credit Agreement]

(o) no security interest will be required over investments/shares in joint ventures or Subsidiaries that are not Wholly Owned Subsidiaries or the assets of joint ventures or Subsidiaries that are not Wholly Owned Subsidiaries (if so restricted or limited under the relevant joint venture agreement, the shareholders’ agreement or applicable law) and no joint venture or Subsidiaries that are not Wholly Owned Subsidiaries will be required to provide a Guarantee; and (p) other than by way of inclusion in a general security agreement governed by the law of the grantor’s jurisdiction of incorporation or formation, no security interest will be required over investments/shares of Immaterial Subsidiaries.

Terms of Foreign Security Documents

The following principles will be reflected in the terms of any foreign security interest taken as part of this transaction: (a) the security interest will be a first ranking security interest over such present and future assets of the Guarantors, subject to liens permitted under the Credit Agreement; (b) the security interest will not be enforceable until an Event of Default has occurred and is continuing; (c) notification of pledges over bank accounts will be given to the bank holding the account where this is required for perfection of a security interest provided that this is not inconsistent with Holdings and its Subsidiaries retaining control over and the ability to use freely the balance of the account other than if an Event of Default has occurred and is continuing; (d) notification of security interests in receivables to debtors and of security interests over goods held by third parties will only be given if an Event of Default has occurred; (e) notification of security interests over insurance policies will only be served on any insurer of Holdings’ and its Subsidiaries’ assets if an Event of Default has occurred; (f) the security documents should only operate to create security interests rather than to impose new commercial obligations. Accordingly, they shall not contain any representations or undertakings which are already included in the Credit Agreement, unless such representations or undertakings (such as in respect of title, insurance, information or the payment of costs) are required for the creation,

[Signature page to Credit Agreement]

perfection, protection or enforcement of security interests and are no more onerous than any equivalent representation or undertaking in the Credit Agreement (if applicable); (g) in respect of share pledges, until an Event of Default has occurred and is continuing, the pledgors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the security interest or cause an Event of Default to occur, and the pledgors should be permitted to pay dividends upstream on pledged shares to the extent permitted under the Credit Agreement; (h) the Administrative Agent should only be able to exercise any power of attorney granted to it under the security documents after an Event of Default has occurred and is continuing or after failure by a Guarantor to comply with a further assurance or perfection obligation; (i) any rights of set off will not be exercisable until an Event of Default has occurred; (j) the security documents should not operate so as to prevent transactions which are not prohibited under the Credit Agreement or to require additional consents or authorizations by the Administrative Agent or Lenders; and (k) except as required under applicable law, in the security documents there will be no repetition or extension of clauses set out in the Credit Agreement such as those relating to cost and expenses, indemnities, tax gross up, distribution of proceeds and release or otherwise for the creation, perfection, protection or enforcement of security interests.

Guarantees/Security

Subject to the due execution of all relevant security documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, obtaining any relevant foreign legal opinions and subject to any qualifications which may be set out in the Loan Documents and any relevant legal opinions obtained and subject to the requirements of the Security and Guarantee Principles, the Administrative Agent shall: (i) receive the benefit of (A) an upstream, cross-stream and downstream Guarantee from each Guarantor and (B) a security interest granted over substantially all of the assets of each Guarantor to secure all its liabilities under the Loan Documents, in each case in accordance with the Security and Guarantee Principles; and

[Signature page to Credit Agreement]

(ii) in the case of those security documents creating pledges or charges over shares in a Guarantor) obtain a first priority valid security interest or analogous or equivalent security interest over all of the shares in issue at any time in that Guarantor which are owned by another Guarantor or the Borrower. Such security document shall be governed by the laws of the jurisdiction in which such Guarantor whose shares are being pledged is incorporated.

[Signature page to Credit Agreement]

Schedule 9.12

Existing Restrictive Agreements

None.

[Signature page to Credit Agreement]

EX-10.1.1

Exhibit 10.1.1

EXECUTION VERSION

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 limited liability company (“Holdings”), the Subsidiary Guarantors listed on the signature pages hereto, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), BARCLAYS BANK PLC, as the administrative agent (the “Administrative Agent”) and the other parties thereto (as amended by (i) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, among Ancestry International LLC (f/k/a Anvil US 2 LLC), a Delaware limited liability company, and the Administrative Agent, (ii) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, among Anvilire Limited, a limited liability company organized under the laws of Ireland, and the Administrative Agent, (iii) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, among Anvilire One Limited, a limited liability company organized under the laws of Ireland, and the Administrative Agent, (iv) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, among Ancelux 3 S.àr.l., a private limited liability company (société à responsabilité limitée) organized and established under the laws of the Grand Duchy of Luxembourg, with registered office at 282 route de Longwy, L-1940 Luxembourg, registered with the register of commerce of Luxembourg under the number B 174275 and having a share capital of USD 22,000, Ancelux 4 S.àr.l., a private limited liability company (société à responsabilité limitée) organized and established under the laws of the Grand Duchy of Luxembourg, with registered office at 282 route de Longwy, L-1940 Luxembourg, registered with the register of commerce of Luxembourg under the number B 174224 and having a share capital of USD 20,018,000, and the Administrative Agent, (v) that certain Guarantor Joinder Agreement, dated as of May 10, 2013, between Ancestry Ireland DNA LLC, a Delaware limited liability company and the Administrative Agent and (vi) that certain Guarantor Joinder Agreement, dated as of May 10, 2013, among Ancestry Information Operations Company, an Irish company, Ancestry International DNA Company, an Irish company, and the Administrative Agent, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein;

WHEREAS, Section 13.12(a) of the Credit Agreement provides that the relevant Loan Parties and the Required Lenders may amend the Credit Agreement and the other Loan Documents for certain purposes;

WHEREAS, (i) each New Term B-2 Lender (as defined in Exhibit A) has agreed, on the terms and conditions set forth herein, to provide Term B-2 Loans (as defined in Exhibit A) in the aggregate amount of its New Term B-2 Loan Commitment (as defined in Exhibit A) effective as of the Amendment No. 1 Effective Date (as defined below) and (ii) each Term B-1 Lender (as defined in Exhibit A) has agreed, on the terms and conditions set forth herein, to amend its existing Initial Term Loans such that it shall hold Term B-1 Loans effective as of the Amendment No. 1 Effective Date (the transactions described in clauses (i) and (ii) above, the “Amendment Transaction”).

WHEREAS, the proceeds of the Amendment Transaction shall be applied (i) to repay or refinance that portion of the Initial Term Loans that are not amended and (ii) to pay the fees and expenses in connection with the Amendment Transaction.

NOW, THEREFORE, in consideration of the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Amendment. The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

Section 2. Representations and Warranties, No Default. In order to induce the Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party hereby jointly and severally represents and warrants to the Administrative Agent and each Lender that:

(i) Each of the representations and warranties made by any Loan Party in or pursuant to the Credit Agreement and in or pursuant to the other Loan Documents are true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representations and warranties shall be accurate in all respects) on and as of the date hereof as if made on and as of the date hereof, except to the extent that any such representations or warranties expressly relate to an earlier date, in which case such representations or warranties shall be true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representations and warranties shall be accurate in all respects) as of such earlier date; and

(ii) No Default or Event of Default has occurred and is continuing on the date hereof or after giving effect to this Amendment and the Amendment Transaction contemplated hereby.

Section 3. Effectiveness. Section 1 of this Amendment shall become effective on the date (such date, if any, the “Amendment No. 1 Effective Date”) that the following conditions have been satisfied:

(i) Consents. The Administrative Agent shall have received executed signature pages hereto from Lenders constituting the Required Lenders;

(ii) New Term Loan Joinder Agreement. The Administrative Agent, the Borrower and the New Term B-2 Lenders shall have entered into the New Term Loan Joinder Agreement (as defined in Exhibit A);

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(iii) Fees. The Borrower shall have paid (i) to the Amendment No. 1 Lead Arranger (as defined in Exhibit A) in immediately available funds, all fees and expenses owing to the Amendment No. 1 Lead Arranger and due and payable on the Amendment No. 1 Effective Date pursuant to that certain Engagement Letter, dated as of May 2, 2013, among the Borrower and the Amendment No. 1 Lead Arranger and (ii) to the Initial Term Lenders (as defined in Exhibit A) the prepayment premium due to each Initial Term Lender pursuant to Section 5.1(b) of the Credit Agreement;

(iv) Legal Opinions. The Administrative Agent shall have received (i) a favorable legal opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, special counsel to the Loan Parties, (ii) a legal opinion of Matheson, special counsel to Anvilire Limited, Anvilire One Limited, Ancestry Information Operations Company and Ancestry International DNA Company, (iii) a legal opinion of Clifford Chance LLP, special counsel to Ancelux 3 S.àr.l and Ancelux 4 S.àr.l and (iv) a legal opinion of Snell & Wilmer L.L.P., Utah local counsel to iArchives, Inc., in each case covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent;

(v) Officer’s Certificate. The Administrative Agent shall have received a certificate of an authorized officer of the Borrower dated the Amendment No. 1 Effective Date certifying that (a) after giving effect to this Amendment, each of the representations and warranties in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date and (b) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing;

(vi) Closing Certificates. The Administrative Agent shall have received (i) a certificate of good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (ii) a certificate of a duly authorized officer of each Loan Party dated the Amendment No. 1 Effective Date and certifying (A) that there have been no changes to the organizational documents of such Loan Party since the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended since the date adopted and are in full force and effect, and (C) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of a duly authorized officer executing the certificate referred to above;

(vii) Repayment of Initial Term Loans. The Administrative Agent shall have received a notice of repayment in full of the Initial Term Loans that are not otherwise amended, which such repayment shall occur on the Amendment No. 1 Effective Date.

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Section 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 5. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT SHALL, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN ALL LOAN DOCUMENTS GOVERNED BY OR EXPRESSED TO BE GOVERNED BY FOREIGN LAW), EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.

Section 6. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

Section 7. Effect of Amendment. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each Loan Party, as a debtor,

-4-

grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as an accomodation party or guarantor, as the case may be, hereby ratifies and reaffirms (i) its Obligations, which shall include obligations (whether direct, as a guarantor or otherwise) in respect of the Term B-1 Loans and Term B-2 Loans and all other obligations, liabilities and indebtedness, under the Loan Documents to which it is party and (ii) the validity of the Liens granted by it pursuant to the Security Documents, and all UCC financing statements and all other recordings and filings previously made, recorded or filed are intended to and do secure and perfect all of its Obligations (including its obligations under the Term B-1 Loans and Term B-2 Loans), in each case to the extent provided in such Collateral Documents. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Amendment No. 1 Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this Amendment. Each of the Loan Parties hereby consents to this Amendment and confirms that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby. Each of the Loan Parties who has executed any Loan Document which is governed by the laws of Ireland further consent and agree that the ratification, reaffirmation and confirmation given by it in this Section 7 in respect of such documentation be governed by the laws of Ireland.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.), as Borrower
By:	/s/    Howard Hochhauser
	Name    Howard Hochhauser
	Title:     Chief Financial Officer
ANCESTRY.COM LLC (F/K/A/ ANVIL US 1 LLC)
By:	/s/    Howard Hochhauser
	Name    Howard Hochhauser
	Title:     Chief Financial Officer
ANCESTRY US HOLDINGS INC. (F/K/A GLOBAL GENERATIONS INTERNATIONAL INC.)
By:	/s/    Howard Hochhauser
	Name    Howard Hochhauser
	Title:     Chief Financial Officer
ANCESTRY INTERNATIONAL HOLDINGS LLC (F/K/A ANCESTRY.COM LLC)
By:	/s/    Howard Hochhauser
	Name    Howard Hochhauser
	Title:     Manager
ANCESTRY.COM DNA, LLC
By:	/s/    Howard Hochhauser
	Name    Howard Hochhauser
	Title:     Chief Financial Officer

[Signature Page to Amendment]

ANCESTRY.COM OPERATIONS INC.
By:	/s/    Howard Hochhauser
	Name    Howard Hochhauser
	Title:     Chief Financial Officer
iARCHIVES, INC.
By:	/s/    Howard Hochhauser
	Name    Howard Hochhauser
	Title:     Chief Financial Officer
TGN SERVICES, LLC
By:	/s/    Howard Hochhauser
	Name    Howard Hochhauser
	Title:     Chief Financial Officer
ANCESTRY.COM OPERATIONS INC., as Sole Member of WE’RE RELATED, LLC
By:	/s/    Howard Hochhauser
	Name    Howard Hochhauser
	Title:     Chief Financial Officer
ANCESTRY INTERNATIONAL LLC (F/K/A ANVIL US 2 LLC)
By:	/s/    Howard Hochhauser
	Name    Howard Hochhauser
	Title:     Chief Financial Officer

[Signature Page to Amendment]

ANCESTRY IRELAND DNA LLC
By:	/s/ Howard Hochhauser
	Name Howard Hochhauser
	Title: Manager

[Signature Page to Amendment]

ANCELUX 3 S.À R.L.
By:	/s/ Séverine Michel
	Name: Séverine Michel
	Title:   Manager
ANCELUX 4 S.À R.L.
By:	/s/ Séverine Michel
	Name: Séverine Michel
	Title:   Manager

[Signature Page to Amendment]

PRESENT when the COMMON SEAL of ANVILIRE LIMITED was affixed hereto:
	/s/ David Sanfey
	Director
	/s/ Patrick Malloy
	Secretary, Matsack Trust Limited
PRESENT when the COMMON SEAL of ANVILIRE ONE LIMITED was affixed hereto:
	/s/ David Sanfey
	Director
	/s/ Patrick Malloy
	Secretary, Matsack Trust Limited
PRESENT when the COMMON SEAL of ANCESTRY INFORMATION OPERATIONS COMPANY was affixed hereto:
	/s/ David Sanfey
	Director
	/s/ Patrick Malloy
	Secretary, Matsack Trust Limited

[Signature Page to Amendment]

PRESENT when the COMMON SEAL of ANCESTRY INTERNATIONAL DNA COMPANY was affixed hereto:
	/s/ David Sanfey
	Director
	/s/ Patrick Malloy
	Secretary, Matsack Trust Limited

[Signature Page to Amendment]

BARCLAYS BANK PLC,
as Administrative Agent
By:	/s/ Noam Azachi
	Name: Noam Azachi
	Title: Vice President

[Signature Page to Amendment]

FIRST AMENDMENT TO THE ANCESTRY.COM INC. CREDIT AGREEMENT DATED AS OF DECEMBER 28, 2012

THE UNDERSIGNED LENDER:

¨ Consents to Amendment

¨ Declines Amendment and wishes to exit the Credit Agreement

EVERY LENDER THAT CONSENTS TO THIS AMENDMENT NO. 1 HEREBY WAIVES ITS RIGHT TO COMPENSATION UNDER SECTIONS 2.11 AND 2.12 OF THE CREDIT AGREEMENT.

,
(Name of Institution)
By:
	Name:
	Title:
[If a second signature is necessary:
By:
	Name:
	Title:]

Existing Revolving Commitment amount¹: $        

Existing Initial Term Loan amount¹: $        

¹  For informational purposes only. In the event of immaterial discrepancies the Administrative Agent’s Register will prevail.

[Lender Signature Page to Ancestry.com Credit Agreement Amendment No. 1]

Exhibit A

Execution Version

$720,000,000

$50,000,000 Revolving Facility

$488,325,000 Term B-1 Loans

$150,000,000 Term B-2 Loans

CREDIT AND GUARANTY AGREEMENT

among

Ancestry.com LLC (f/k/a ANVIL US 1 LLC),

as Holdings,

Ancestry US Holdings Inc. (f/k/a Global Generations International Inc.),

as U.S. Holdings,

Ancestry.com Inc. (f/k/a Global Generations Merger Sub Inc.),

as the Borrower,

The Several Lenders from Time to Time Parties Hereto,

and

Barclays Bank PLC,

as Administrative Agent

Dated as of December 28, 2012

and as amended by Amendment No. 1 on May 15, 2013

Barclays Bank PLC, Morgan Stanley Senior Funding, Inc., Credit Suisse Securities (USA) LLC, Deutsche

Bank Securities Inc. and RBC Capital Markets,

as Initial Joint Lead Arrangers and Joint Bookrunners as of the Closing Date,

and

Morgan Stanley Senior Funding, Inc.,

as Lead Arranger and Bookrunner for Amendment No. 1

TABLE OF CONTENTS

		Page
SECTION 1. DEFINITIONS			1
1.1	Defined Terms		1
1.2	Other Interpretive Provisions		5456
1.3	Calculations; Computations; Latest Maturity Date		5456
SECTION 2. AMOUNT AND TERMS OF CREDIT			5658
2.1	The Commitments		5658
2.2	Minimum Amount of Each Borrowing		5860
2.3	Notice of Borrowing		5860
2.4	Repayment of Loans		5961
2.5	Disbursement of Funds		6062
2.6	Notes		6063
2.7	Conversions/Continuation		6163
2.8	Pro Rata Borrowings		6264
2.9	Interest		6264
2.10	Interest Periods		6365
2.11	Increased Costs, Illegality, etc.		6466
2.12	Compensation		6669
2.13	Change of Lending Office		6769
2.14	Replacement of Lenders		6769
2.15	Incremental Credit Extensions		6871
2.16	Loan Modification Offers		7173
2.17	Defaulting Lender		7275
2.18	Refinancing Amendments		7578
SECTION 3. LETTERS OF CREDIT			7679
3.1	Letters of Credit		7679
3.2	Maximum Letter of Credit Outstandings; Final Maturities		7780
3.3	Letter of Credit Requests; Minimum Stated Amount		7880
3.4	Letter of Credit Participations		7881
3.5	Agreement to Repay Letter of Credit Drawings		8083
3.6	Increased Costs		8183
SECTION 4. COMMITMENT FEES; FEES; REDUCTIONS OF COMMITMENTS			8184
4.1	Fees		8184
4.2	Voluntary Termination of Unutilized Revolving Loan Commitments		8285
4.3	Mandatory Reduction of Commitments		8386
SECTION 5. PREPAYMENTS; PAYMENTS; TAXES			8386
5.1	Voluntary Prepayments		8386
5.2	Mandatory Repayments		8487
5.3	Repayment of Revolving Excess, etc.		8789
5.4	Method and Place of Payment		8789

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5.5	Net Payments	8790
SECTION 6. REPRESENTATIONS AND WARRANTIES		8992
6.1	Financial Condition	8992
6.2	No Change	9092
6.3	Existence; Compliance with Law	9092
6.4	Power; Authorization; Enforceable Obligations	9093
6.5	Consents	9093
6.6	No Legal Bar	9193
6.7	Litigation	9193
6.8	[Reserved]	9194
6.9	Ownership of Property; Liens	9194
6.10	Intellectual Property	9194
6.11	Taxes	9194
6.12	Federal Regulations	9294
6.13	Labor Matters	9294
6.14	ERISA	9294
6.15	Investment Company Act; Other Regulations	9395
6.16	Capitalization and Subsidiaries	9396
6.17	Environmental Matters	9396
6.18	Accuracy of Information, etc.	9496
6.19	Security Documents	9497
6.20	Solvency	9598
6.21	Patriot Act; OFAC	9598
6.22	Status as Senior Indebtedness	9598
6.23	Anti Corruption Laws	9698
SECTION 7. CONDITIONS PRECEDENT		9698
7.1	Conditions to Initial Extension of Credit	9698
7.2	Conditions to Each Extension of Credit	98101
7.3	Condition to each Revolving Loan, Swingline Loan and Letter of Credit	99101
SECTION 8. AFFIRMATIVE COVENANTS		99101
8.1	Financial Statements	99102
8.2	Certificates; Other Information	100102
8.3	Payment of Taxes	101104
8.4	Maintenance of Existence; Compliance	101104
8.5	Maintenance of Property; Insurance	101104
8.6	Inspection of Property; Books and Records; Discussions	102104
8.7	Notices.	102105
8.8	Additional Collateral, etc.	103106
8.9	Credit Ratings	105108
8.10	Further Assurances	105108
8.11	Designation of Unrestricted Subsidiaries	105108
8.12	Post-Closing Matters	106109
8.13	Interest Rate Protection	106109
8.14	ERISA	106109
8.15	Use of Proceeds	106109
SECTION 9. NEGATIVE COVENANTS		107109

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9.1	Maximum Total Net Secured Leverage Ratio	107109
9.2	Indebtedness	107110
9.3	Liens	110112
9.4	Fundamental Changes	112115
9.5	Disposition of Property	113116
9.6	Restricted Payments	115118
9.7	Investments	118120
9.8	Payments and Modifications of Certain Debt Instruments	121123
9.9	Transactions with Affiliates	121124
9.10	Sale Leaseback Transactions	122125
9.11	Changes in Fiscal Periods	122125
9.12	Negative Pledge Clauses	122125
9.13	Clauses Restricting Restricted Subsidiary Distributions	123125
9.14	Lines of Business	123126
SECTION 10. GUARANTEE		124126
10.1	The Guarantee	124126
10.2	Obligations Unconditional	124127
10.3	Reinstatement	125128
10.4	No Subrogation	125128
10.5	Remedies	125128
10.6	Continuing Guarantee	125128
10.7	General Limitation on Guaranteed Obligations	126128
10.8	Release of Guarantors and Pledges	126129
10.9	Right of Contribution	126129
SECTION 11. EVENTS OF DEFAULT		127129
11.1	Events of Default	127129
11.2	Action in Event of Default	129132
11.3	Right to Cure	130133
11.4	Application of Proceeds	131133
SECTION 12. ADMINISTRATIVE AGENT		132135
12.1	Appointment	132135
12.2	Nature of Duties	132135
12.3	Lack of Reliance on the Administrative Agent	133135
12.4	Certain Rights of the Administrative Agent	133136
12.5	Reliance	133136
12.6	Indemnification	133136
12.7	The Administrative Agent in its Individual Capacity	134136
12.8	Holders	134137
12.9	Resignation by the Administrative Agent	134137
12.10	Collateral Matters	136138
12.11	Parallel Debt	136139
12.12	Delivery of Information	137140
SECTION 13. MISCELLANEOUS		138140
13.1	Payment of Expenses, etc.	138140
13.2	Right of Setoff	139142
13.3	Notices	140143

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13.4	Benefit of Agreement; Assignments; Participations	140143
13.5	No Waiver; Remedies Cumulative	145148
13.6	Payments Pro Rata	146148
13.7	[Reserved]	146149
13.8	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	146149
13.9	Counterparts	147150
13.10	Effectiveness [Reserved.]	148151
13.11	Headings Descriptive	148151
13.12	Amendment or Waiver; etc.	148151
13.13	Survival	151154
13.14	Domicile of Loans	151154
13.15	Register	151154
13.16	Confidentiality	152155
13.17	Patriot Act	152155
13.18	Interest Rate Limitation	152155
13.19	Judgment Currency	153156
13.20	No Advisory or Fiduciary Responsibility	153156
13.21	Amendment and Restatement	157

SCHEDULES:

Schedule I	Lenders and Commitments
Schedule II	Notice Addresses
Schedule 1.1(a)	Mandatory Costs
Schedule 1.1(b)	Final Structure Schedule
Schedule 6.7	Litigation
Schedule 6.16	Subsidiaries
Schedule 6.19(a)	Security Documents
Schedule 6.19(b)	Owned Real Property
Schedule 7.1(g)	Local Counsel Opinions
Schedule 8.12	Post-Closing Matters
Schedule 9.2(j)	Existing Indebtedness
Schedule 9.3(i)	Existing Liens
Schedule 9.7(n)	Existing Investments
Schedule 9.9	Existing Affiliate Transactions
Schedule 9.12	Existing Restrictive Agreements

EXHIBITS:

Exhibit A	Form of Assignment and Assumption
Exhibit B	Form of Financial Statements Certificate
Exhibit C	Intercreditor Agreement Term Sheets
Exhibit D	Form of Guarantor Joinder Agreement
Exhibit E	Form of Security Agreement
Exhibit F	Form of Notice of Borrowing
Exhibit G-1	Form of Term B-1 Note
Exhibit G-2	Form of Term B-2 Note
Exhibit H	Form of Revolving Note

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Exhibit I	Form of Swingline Note
Exhibit J	Form of Notice of Conversion/Continuation
Exhibit K	Form of Letter of Credit Request
Exhibit L	Form of Non-Bank Certificate
Exhibit M	Form of Closing Certificate
Exhibit N	Form of Solvency Certificate
Exhibit O	Form of Prepayment Notice
Exhibit P	Form of Perfection Certificate
Exhibit Q	Security and Guarantee Principles

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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.

W I T N E S S E T H:

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of October 21, 2012 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), among U.S. Holdings, Global Generations Merger Sub Inc., a Delaware corporation (“Merger Sub”) and Ancestry.com Inc., Merger Sub will bewas merged with and into the Borrower in accordance with the terms thereof (the “Acquisition”); and

WHEREAS, on the Closing Date, the Borrower has requested that, immediately upon the satisfaction in full of the conditions precedent set forth in Section 7.1, the Lenders (a) lend to the Borrower $670,000,000 in the form of a term loanInitial Term Loans and (b) make available to the Borrower a $50,000,000 revolving credit facility for the making of revolving loans and the issuance of letters of credit, from time to time; and

WHEREAS, on the Amendment No. 1 Effective Date, the Borrower has requested that (i) each Term B-1 Lender amend its existing Initial Term Loans such that it will hold a like principal amount of Term B-1 Loans in the aggregate principal amount of $488,325,000 and (ii) each New Term B-2 Lender lend to the Borrower $150,000,000 in the form of Term B-2 Loans.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto covenant and agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement (including the recitals hereof), the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“Acceptable Price” shall have the meaning set forth in the definition of “Dutch Auction.”

“Accepting Lenders” shall have the meaning set forth in Section 2.16(a).

“Accounting Changes” shall have the meaning set forth in Section 1.3(a).

“Acquisition” shall have the meaning set forth in the recitals hereto.

“Acquisition Documentation” shall mean, collectively, the Merger Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.

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“Additional Lender” shall mean, at any time, any bank or other financial institution that agrees to provide any portion of any (a) New Revolving Loan Commitment, Revolving Loan Commitment Increase or Incremental Term Loans in accordance with Section 2.15 or (b) Credit Agreement Refinancing Debt pursuant to a Refinancing Amendment in accordance with Section 2.18; provided that (i) the Administrative Agent and, in respect of any New Revolving Loan Commitment, Revolving Loan Commitment Increase or Other Revolving Loan, the Issuing Lender and the Swingline Lender, shall have consented (not to be unreasonably withheld or delayed) to such Additional Lender if such consent would be required under Section 13.4 for an assignment of Loans or Revolving Loan Commitments, as applicable, to such Additional Lender, (ii) the Borrower shall have consented to such Additional Lender and (iii) if such Additional Lender is an Affiliated Lender, such Additional Lender must comply with the limitations and restrictions set forth in Section 13.4(a)(iv).

“Adjustable Applicable Margins” shall have the meaning provided in the definition of Applicable Margin.

“Administrative Agent” shall mean Barclays Bank PLC, in its capacity as Administrative Agent for the Lenders hereunder and under the other Loan Documents, and shall include any successor to the Administrative Agent appointed pursuant to Section 12.9.

“Affiliate” shall mean, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” shall have the meaning set forth in Section 9.9.

“Affiliated Investment Fund” shall mean any Affiliate of Holdings (other than Holdings, U.S. Holdings, the Borrower or any of their respective Subsidiaries) that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which the Sponsors and investment vehicles managed or advised by the Sponsors that are not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course do not make investment decisions for such entity.

“Affiliated Lender” shall mean, at any time, any Lender that is a Sponsor or an Affiliate of the Sponsors (other than Holdings, U.S. Holdings, the Borrower or any of their respective Subsidiaries or any natural person) at such time.

“Agreement” shall mean this Credit and Guaranty Agreement, as modified, supplemented, amended, restated (including any amendment and restatement hereof), extended or renewed from time to time., including by (i) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, among Ancestry International LLC (f/k/a Anvil US 2 LLC), a Delaware limited liability company, and the Administrative Agent, (ii) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, among Anvilire Limited, a limited liability company organized under the laws of Ireland, and the Administrative Agent, (iii) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, among Anvilire One Limited, a limited liability company organized under the laws of Ireland, and the Administrative Agent, (iv) that certain Guarantor Joinder Agreement, dated as of January 28, 2013, among LuxCo3, Ancelux 4 S.àr.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under

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Luxembourg law, having its registered office at 282, route de Longwy, L-1940 Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg register of commerce and companies under B 174.224 and having a share capital of USD 20,018,000, and the Administrative Agent, (v) that certain Guarantor Joinder Agreement, dated as of May 10, 2013, between Ancestry Ireland DNA LLC, a Delaware limited liability company, and the Administrative Agent, (vi) that certain Joinder Agreement, dated as of May 10, 2013, among Ancestry Information Operations Company, an Irish company, Ancestry International DNA Company, an Irish company, and the Administrative Agent and (vii) Amendment No. 1.

“AHYDO Payments” shall mean payments with respect to the Senior Notes (or any Permitted Refinancing thereof) that are necessary to avoid such Junior Financingfinancing as being treated as having “significant original issue discount” within the meaning of Section 163(i)(1)(C) of the Code.

“All-In Yield” shall mean, as to any Indebtedness, the yield thereof, whether in the form of interest rate margins, original issue discount, upfront fees or a LIBOR Rate or Base Rate floor greater than 1.25% or 2.25%, respectively, in the case of any Incremental Term Loan, or any LIBOR Rate or Base Rate floor in the case of any Incremental Revolving Loan Commitment (it being understood that to the extent any Indebtedness has an interest floor in excess of that of other Indebtedness, such excess shall be equated to interest rate for purposes of determining any increase to the Applicable Margin required by Section 2.15); provided that original issue discount and upfront fees shall be equated to interest rate assuming a 4-year life to maturity; provided further that the All-In Yield shall not include arrangement fees, structuring fees or other fees payable in connection therewith that are not shared with all lenders of such Indebtedness; provided further that upfront fees shall be deemed to constitute like amounts of OID.

“Alternate Currency” shall mean Euros and Pounds Sterling.

“Alternate Currency Equivalent” shall mean, at any time for the determination thereof, the amount of the applicable Alternate Currency which could be purchased with the amount of Dollars involved in such computation at the Spot Currency Exchange Rate as of 11:00 A.M. (New York time) on the date two (2) Business Days prior to the date of any determination thereof for purchase on such date with respect to the applicable Alternate Currency Loans (or, in the case of any determination pursuant to Section 13.19, on the date of determination).

“Alternate Currency Letter of Credit Outstandings” shall mean all Letter of Credit Outstandings in respect of Letters of Credit denominated in an Alternate Currency.

“Alternate Currency Loan” shall mean a Loan denominated in an Alternate Currency.

“Alternate Currency Rate” shall mean (a) in respect of Loans denominated in Euros, Euro LIBOR and (b) in respect of Loans denominated in Pounds Sterling, the Sterling Rate.

“Amendment No. 1” shall mean Amendment No. 1 to this Agreement, dated as of May 15, 2013, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto.

“Amendment No. 1 Effective Date” shall have the meaning specified in Amendment No. 1.

“Amendment No. 1 Lead Arranger” shall mean Morgan Stanley Senior Funding, Inc.

“Applicable Discount” shall have the meaning set forth in the definition of “Dutch Auction.”

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“Applicable Margin” shall mean, subject to the next three (3) paragraphs of this definition, (I) initially, a percentage per annum equal to (i) in the case of Initial Term Loans prior to the Amendment No. 1 Effective Date maintained as (A) Base Rate Loans, 4.75% and (B) LIBOR Loans, 5.75%; (ii) in the case of Term B-1 Loans maintained as (A) Base Rate Loans, 3.00% and (B) LIBOR Loans, 4.00%; (iii) in the case of Term B-2 Loans maintained as (A) Base Rate Loans, 2.25% and (B) LIBOR Loans, 3.25%; (iv) in the case of Initial Revolving Loans maintained as (A) Base Rate Loans, 3.50% and (B) Fixed Rate Loans, 4.50%; and (iiiv) in the case of Swingline Loans, 3.50 %,; (II) with respect to Incremental Term Loans and/or Incremental Revolving Loans, the rate per annum specified in the Incremental Amendment establishing Incremental Term Loan Commitments and/or Incremental Revolving Loan Commitments in respect of such Incremental Term Loans and/or Incremental Revolving Loans, as the case may be and (III) with respect to Other Term Loans or Other Revolving Loans, the rate per annum specified in the Refinancing Amendment establishing such Loan.

From and after each day of delivery of any certificate delivered in accordance with the first sentence of the following paragraph indicating an entitlement to a different margin or different Commitment Fee for Initial Revolving Loans than that described in the immediately preceding sentence (each, a “Start Date”) to and including the applicable End Date described below, the Applicable Margins for such Initial Revolving Loans (hereinafter, the “Adjustable Applicable Margins”) and Commitment Fees shall be those set forth below opposite the Total Net Secured Leverage Ratio indicated to have been achieved in any certificate delivered as provided below:

Revolving Facility

Total Net Secured Leverage Ratio	Initial Revolving Loan Fixed Rate Margin			Initial Revolving Loan and Swingline Loan Base Rate Margin			Commitment Fees
Greater than 3.25 to 1.0		4.50	%		3.50	%		0.50	%
Less than or equal to 3.25 to 1.0 but greater than 2.75 to 1.0		4.25	%		3.25	%		0.50	%
Less than or equal to 2.75 to 1.0		4.00	%		3.00	%		0.375	%

The Total Net Secured Leverage Ratio used in a determination of Adjustable Applicable Margins and Commitment Fees shall be determined based on the delivery of a certificate of Holdings (each, a “Quarterly Pricing Certificate”) by an Authorized Officer of Holdings to the Administrative Agent (with a copy to be sent by the Administrative Agent to each Lender), within forty-five (45) days after the last day of any fiscal quarter of Holdings ending at least six (6) months following the Closing Date, which certificate shall set forth the calculation of the Total Net Secured Leverage Ratio as at the last day of the Test Period ended immediately prior to the relevant Start Date (but determined on a Pro Forma Basis solely to give effect to all Permitted Acquisitions (if any) and all Asset Sales (if any) consummated after the end of the most recently ended Test Period and on or prior to the date of delivery of such certificate and any Indebtedness incurred, assumed or permanently repaid in connection therewith) and the Adjustable Applicable Margins and Commitment Fees that shall be thereafter applicable (until same are changed or cease to apply in accordance with the following sentences); provided that at the time of the consummation

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of any Permitted Acquisition or Asset Sale, an Authorized Officer of Holdings shall deliver to the Administrative Agent a certificate (a “Transaction Certificate”) setting forth the calculation of the Total Net Secured Leverage Ratio on a Pro Forma Basis (solely to give effect to all Permitted Acquisitions (if any) and all Asset Sales (if any) consummated on or prior to the date of the delivery of such certificate and any Indebtedness incurred or assumed in connection therewith) as of the last day of the last Calculation Period ended prior to the date on which such Permitted Acquisition or Asset Sale is consummated for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), as the case may be, and the date of such consummation shall be deemed to be a Start Date and the Adjustable Applicable Margins and Commitment Fees that shall be thereafter applicable (until same are changed or cease to apply in accordance with the following sentences) shall be based upon the Total Net Secured Leverage Ratio as so calculated. The Adjustable Applicable Margins and Commitment Fees so determined shall apply, except as set forth in the succeeding sentence, from the relevant Start Date to the earliest of (x) the date on which the next Quarterly Pricing Certificate or Transaction Certificate is delivered to the Administrative Agent, (y) the date on which the next Permitted Acquisition or Asset Sale is consummated or (z) the date which is forty-five (45) days following the last day of the Test Period in which the previous Start Date occurred (such earliest date, the “End Date”), at which time, if no Quarterly Pricing Certificate has been delivered to the Administrative Agent indicating an entitlement to new Adjustable Applicable Margins and Commitment Fees (and thus commencing a new Start Date), the Adjustable Applicable Margins shall be those set forth in the first sentence of this definition (such Adjustable Applicable Margins as so determined, the “Highest Adjustable Applicable Margins”) and the Commitment Fees shall be 0.50% per annum (and shall be paid in accordance with Section 4.1). Notwithstanding anything to the contrary contained above in this definition, the Adjustable Applicable Margins shall be the Highest Adjustable Applicable Margins and the Commitment Fees shall be 0.50% per annum at all times during the continuance of any Significant Event of Default.

Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Total Net Secured Leverage Ratio set forth in any Quarterly Pricing Certificate delivered for any period is inaccurate for any reason and the result thereof is that the Lenders received interest or fees for any period based on an Applicable Margin or Commitment Fees that is or are less than that which would have been applicable had the Total Net Secured Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Margin” and Commitment Fees for any day occurring within the period covered by such Quarterly Pricing Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Total Net Secured Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period pursuant to Sections 2.9(a), (b) and (c) and 4.1(a) and (b) as a result of the miscalculation of the Total Net Secured Leverage Ratio shall be deemed to be due and payable under the relevant provisions of Section 2.9(a), (b) or (c) or Section 4.1(a) or (b), as applicable, at the time the interest or fees for such period were required to be paid pursuant to said Section on the same basis as if the Total Net Secured Leverage Ratio had been accurately set forth in such Quarterly Pricing Certificate (and shall remain due and payable until paid in full, together with all amounts owing under Section 2.9(d), in accordance with the terms of this Agreement) and shall be due and payable on the date of such subsequent determination.

“Applicable Requirements” shall mean in respect of any Indebtedness, Indebtedness that satisfies the following requirements:

(a) does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption or prepayment (except customary asset sale or change of control provisions), in each case prior to the date that is ninety-one (91) days after the then Latest Maturity Date at the time such Indebtedness is incurred;

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(b) if such Indebtedness is secured by any portion of the Collateral, a Senior Representative acting on behalf of the holders of such Indebtedness has become party to an Intercreditor Agreement (or any Intercreditor Agreement has been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in any portion of the Collateral on a pari passu basis or a junior-lien basis, as applicable);

(c) if such Indebtedness is secured on a pari passu basis with the Obligations by any portion of the Collateral, it is in the form of debt securities or other Indebtedness that is not in the form of a credit facility that could have been incurred as an Incremental Facility;

(d) to the extent such Indebtedness is secured, it is not secured by any property or assets of Holdings or any Group Member other than the Collateral (it being agreed that such Indebtedness shall not be required to be secured by all of the Collateral);

(e) if such Indebtedness is guaranteed, it is not guaranteed by any Person that is not a Guarantor; and

(f) other terms and conditions of such Indebtedness (that are customary and usual for Indebtedness of this type other than pricing, fees, rate floors, premiums, optional prepayment or redemption provisions) are either (i) taken as a whole, not materially more favorable to the providers of such Indebtedness than those set forth in the Loan Documents (it being understood that terms that are substantially similar to the Senior Notes are not materially more favorable for purposes of the foregoing) or (ii) on market terms for “high yield” notes of the type being incurred at the time of incurrence (it being agreed that, subject to clause (c) above, such Indebtedness may be in the form of notes or a credit agreement), except in each case for covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date;

provided that a certificate of an Authorized Officer of Holdings delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings has determined in good faith that such terms and conditions satisfy the requirements of this definition, shall be conclusive evidence that such terms and conditions satisfy the requirements of this definition unless the Administrative Agent notifies Holdings within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

“Approved Foreign Bank” shall have the meaning set forth in the definition of “Cash Equivalents.”

“Approved Fund” shall mean any Person (other than a natural person or Disqualified Lender) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Sale” shall mean any Dispositions of property pursuant to Sections 9.5(s) and/or (v) that yield aggregate consideration to Holdings or any Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of an amount equal to $5,000,000 with respect to any single Disposition or series of related Dispositions of property.

“Assignee” shall have the meaning set forth in Section 13.4(a)(i).

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“Assignment and Assumption” shall mean an Assignment and Assumption, substantially in the form of Exhibit A.

“Assignment Taxes” shall have the meaning set forth in the definition of “Other Taxes.”

“Attributable Debt” shall mean, in respect of a Sale Leaseback Transaction, at the time of determination, the present value of the obligation of the Loan Party that acquires, leases or licenses back the right to use all or a material portion of the subject property for net rental, license or other payments during the remaining term of the lease, license or other arrangement included in such Sale Leaseback Transaction including any period for which such lease, license or other arrangement has been extended or may, at the sole option of the other party (or parties) thereto, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Auction Purchase” shall mean a purchase of Term Loans pursuant to a Dutch Auction (x) in the case of a Permitted Auction Purchaser, in accordance with the provisions of Section 13.4(a)(iii) or (y) in the case of an Affiliated Lender, in accordance with the provisions of Section 13.4(a)(iv).

“Australian Dollars” shall mean freely transferable lawful money of the Commonwealth of Australia (expressed in Australian dollars).

“Authorized Officer” shall mean, with respect to (i) delivering Notices of Borrowing, Notices of Conversion/Continuation and similar notices, any person or persons that has or have been authorized by the board of directors (or similar governing body) of the Borrower to deliver such notices pursuant to this Agreement, (ii) delivering financial information and officer’s certificates pursuant to this Agreement (including Section 8.7), the chief financial officer, the treasurer, the assistant treasurer or the controller of Holdings or the Borrower, (iii) any other matter in connection with this Agreement or any other Loan Document, any officer (or a person or persons so designated by any such officer) of Holdings or the Borrower and (iv) as to any other Loan Party or, in the case of any Foreign Subsidiary, any duly appointed authorized signatory or director or managing member of such Person; provided that in the case of clauses (i), (iii) and (iv) above, such Authorized Officers may include, for the avoidance of doubt, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller, secretary, assistance secretary or corporate secretary of the Borrower, Holdings or any Loan Party, as applicable.

“Available Amount” shall mean, at any time, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the sum of:

(a) an amount equal to $25,000,000, plus

(b) the Retained Excess Cash Flow Amount at such time, plus

(c) (I) the cumulative amount of cash and Cash Equivalent proceeds from (i) the sale of Qualified Equity Interests of Holdings or of any direct or indirect parent of Holdings after the Closing Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as equity to the capital of the Borrower and (ii) the Qualified Equity Interests of Holdings or of any direct or indirect parent of Holdings issued upon conversion of Indebtedness incurred after the Closing Date of Holdings or any of its Restricted Subsidiaries owed to a Person other than a Loan Party or a Restricted Subsidiary of Loan Party and (II) the fair market value (as determined by the board of directors (or similar governing body) of Holdings) of assets or property received by the Borrower and/or its Restricted Subsidiaries as a contribution to its equity capital (excluding (w) a Specified Equity Contribution, (x) any such contribution by Holdings or any of its Subsidiaries, (y) issuances of Capital Stock applied pursuant to Section 9.7(p) and (z) Excluded Contributions), plus

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(d) 100% of the aggregate amount received by Holdings and/or its Restricted Subsidiaries in cash and Cash Equivalents (valued at the fair market value thereof, as determined by the board of directors (or similar governing body) or an Authorized Officer of Holdings) from:

(i) the sale (other than to Holdings or any such Restricted Subsidiary) of any Capital Stock of an Unrestricted Subsidiary or any Investments, or

(ii) any dividend or other distribution by an Unrestricted Subsidiary or received in respect of any Investments, or

(iii) any interest, returns of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any Investments, plus

(e) 100% of the aggregate amount of Declined Proceeds received by Holdings and/or its Restricted Subsidiaries, plus

(f) in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, Holdings or a Restricted Subsidiary, the fair market value (as determined by the board of directors (or similar governing body) or an Authorized Officer of Holdings) of the Investments of Holdings and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such re-designation, combination or transfer (or of the assets transferred or conveyed, as applicable), in each case without duplication of returns included in the calculation of Consolidated Net Income and to the extent such Investments correspond to the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to Section 8.11 and were originally made using the Available Amount pursuant to Section 9.7(u), plus

(g) an amount equal to the net reduction in Investments made pursuant to Section 9.7(u) in respect of any returns in cash, Cash Equivalents and assets (valued at the fair market value thereof, as determined by the board of directors (or similar governing body) or an Authorized Officer of Holdings) (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by Holdings and its Restricted Subsidiaries from such Investments, minus

(h) any amount of the Available Amount used to make Investments pursuant to Section 9.7(u) after the Closing Date and prior to such time, minus

(i) any amount of the Available Amount used to make Restricted Payments pursuant to Section 9.6(b) after the Closing Date and prior to such time, minus

(j) any amount of the Available Amount used to make payments or redemptions pursuant to Section 9.8(d) after the Closing Date and prior to such time.

“Available Currency” shall mean (i) with respect to Term Loans (other than Incremental Term Loans) and Swingline Loans, Dollars, (ii) with respect to Revolving Loans and Letters of Credit, Dollars and any Alternate Currency and (iii) with respect to Incremental Term Loans, Dollars and any Alternate Currency as specified in the respective Incremental Amendment.

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“Back-Stop Arrangements” shall mean, collectively, Letter of Credit Back-Stop Arrangements and Swingline Back-Stop Arrangements.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto.

“Base Rate” shall mean, at any time, the highest of (i) the Prime Lending Rate at such time, (ii) 1/2 of 1% in excess of the overnight Federal Funds Rate at such time and (iii) the LIBOR Rate that would then be in effect for a LIBOR Loan with an Interest Period of one month plus 1%; provided, that solely in the case of Initial Term B-1 Loans, the Base Rate shall not be less than 2.25% per annum, and solely in the case of Term B-2 Loans, the Base Rate shall not be less than 2.00% per annum. For purposes of this definition, the LIBOR Rate shall be determined using the LIBOR Rate as otherwise determined by the Administrative Agent in accordance with the definition of LIBOR Rate, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than two (2) Business Days prior to the commencement of an Interest Period) or (y) if a given day is not a Business Day, the LIBOR Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding clause (x) for the most recent Business Day preceding such day. Any change in the Base Rate due to a change in the Prime Lending Rate, the Federal Funds Rate or such LIBOR Rate shall be effective as of the opening of business on the day of such change in the Prime Lending Rate, the Federal Funds Rate or such LIBOR Rate, respectively.

“Base Rate Loan” shall mean (i) each Swingline Loan and (ii) each other Dollar Denominated Loan designated or deemed designated as such by the Borrower at the time of the incurrence thereof or conversion thereto.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower” shall have the meaning set forth in the preamble hereto.

“Borrowing” shall mean the borrowing of one Type of Loan of a single Tranche from all the Lenders having Commitments of the respective Tranche (or from the Swingline Lender in the case of Swingline Loans) on a given date (or resulting from a conversion or conversions on such date) having in the case of Fixed Rate Loans, the same Interest Period; provided that Base Rate Loans incurred pursuant to Section 2.11(b) shall be considered part of the related Borrowing of LIBOR Loans.

“Business Day” shall mean (i) for all purposes other than as covered by clauses (ii) and (iii) below, any day except Saturday, Sunday and any day which shall be in New York, New York, a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, LIBOR Loans, any day that is a Business Day described in clause (i) above and that is also a day for trading by and between banks in Dollar deposits in the interbank LIBOR market and (iii) with respect to all notices and determinations in connection with, and payments of principal and interest on or with respect to, Euro Denominated Loans and Sterling Denominated Loans, any day that is a Business Day described in clauses (i) and (ii) and that is also (a) a day for trading by and between banks in the London interbank market and which shall not be a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close in London, England and (b) in relation to any payment in Euros, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer 2 (TARGET 2) System is open.

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“Calculation Period” shall mean, with respect to any Permitted Acquisition, any Asset Sale or any other event expressly required to be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the Test Period most recently ended prior to the date of such Permitted Acquisition, Asset Sale or other event for which financial statements have been delivered pursuant to Section 8.1(a) or (b), as applicable.

“Canadian Dollars” shall mean freely transferable lawful money of Canada (expressed in Canadian dollars).

“Cancellation” or “Cancelled” shall mean the cancellation, termination and forgiveness by Permitted Auction Purchaser of all Term Loans acquired in connection with an Auction Purchase or other acquisition of Term Loans, which cancellation shall be consummated as described in Section 13.4(a)(iii)(C) and the definition of “Eligible Assignee.”

“Capital Lease Obligations” shall mean, with respect to any Person, all rental obligations of such Person that, under GAAP, are or will be required to be capitalized on the books of such Person, in each case taken at the amount thereof accounted for as indebtedness in accordance with such principles. For the avoidance of doubt, “Capital Lease Obligations” shall not include obligations or liabilities of any Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing on the Closing Date.

“Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation or company (including common stock and preferred stock), any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests (general and limited), and membership and limited liability company interests or shares, and any and all warrants, rights or options to purchase any of the foregoing (but excluding any debt security that is exchangeable for or convertible into such capital stock).

“Cash Collateral” shall have the meaning set forth in the definition of “Collateralize.”

“Cash Equivalents” shall mean (a) Dollars, Euros, Pounds Sterling, Canadian Dollars, Australian Dollars and Swedish Krona (including such Dollars, Euros, Pounds Sterling, Canadian Dollars, Australian Dollars and Swedish Krona as are held as overnight bank deposits and demand deposits with banks); (b) marketable direct obligations issued by, or unconditionally guaranteed or insured by, the United States or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States, in each case maturing within twenty-four (24) months from the date of acquisition; (c) obligations maturing not more than one (1) year after such time issued or guaranteed by the government of a country (“OECD Country”) that is a member of the Organization for Economic Cooperation and Development or any agency thereof that is rated at least A by S&P or A by Moody’s; (d) certificates of deposit, time deposits, eurodollar time deposits, bankers’ acceptances or overnight bank deposits having maturities of one (1) year or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having combined capital and surplus of not less than $100,000,000; (e) time deposits and certificates of deposit of (I) any commercial banking institution that is an applicable central bank of an OECD Country and has a combined capital and surplus of not less than $500,000,000 (or the equivalent thereof in the foreign currency of such OECD Country or (II) any OECD Country bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof (any such bank being an “Approved Foreign Bank”), in each case with maturities of not more than 270 days from the date of acquisition; (f) commercial paper of an issuer rated at least A-2 by S&P

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or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one (1) year from the date of acquisition; (g) repurchase obligations of any Lender or of any commercial bank satisfying (at the time of acquisition) the requirements of clause (d) or (e) of this definition, having a term of not more than ninety (90) days, with respect to securities issued or fully guaranteed or insured by the United States government; (h) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed or insured by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated either (I) A or better by S&P or A or better by Moody’s or (II) SP1 or better by S&P or V-MIG 1 or better by Moody’s; (i) securities issued or directly and fully guaranteed or insured by any OECD Country or any instrumentality or agency thereof (provided that the full faith and credit of such OECD Country is pledged in support thereof) having maturities of not more than twelve (12) months from the date of acquisition and rated either (I) at least A by S&P or A by Moody’s or (II) at least SP1 by S&P or V-MIG by Moody’s; (j) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of any OECD Country, by any political subdivision or taxing authority of any such state, commonwealth or territory, the securities of which state, commonwealth, territory, political subdivision or taxing authority (as the case may be) are rated either (I) at least A by S&P or A by Moody’s or (II) at least SP1 by S&P or V-MIG by Moody’s; (k) securities with maturities of one (1) year or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (d) or (e) of this definition; (l) Indebtedness or preferred stock issued by Persons with a rating, at the time of acquisition thereof, of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of one (1) year or less from the date of acquisition; (m) money market mutual or similar funds that invest substantially all of their assets in securities satisfying the requirements of clauses (a) through (l) of this definition; or (n) in the case of Foreign Subsidiaries, to the extent not addressed above, Investments made in the jurisdiction where such Foreign Subsidiaries customarily make similar Investments that are of a type and credit quality comparable to the Investments described in clauses (a) through (m) of this definition.

“Cash Management Obligations” shall mean all obligations, including guarantees thereof, of Holdings or any of its Subsidiaries to a bank or other financial institution that is reasonably acceptable to the Administrative Agent (and appointed the Administrative Agent as its collateral agent in a manner reasonably acceptable to the Administrative Agent) and has agreed in writing with the Administrative Agent that it is providing Cash Management Obligations to Holdings or any of its Subsidiaries which constitute obligations (including guarantees thereof) in respect of (i) overdrafts and related liabilities owed to any such bank or financial institution arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds, (ii) foreign exchange and currency management services or (iii) purchase cards, credit cards or similar services, in each case, arising from transactions in the ordinary course of business of Holdings or any of its Subsidiaries, to the extent such obligations are primary obligations of a Loan Party or are guaranteed by a Loan Party.

“Certificated Securities” shall have the meaning set forth in Section 6.19(a).

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Tax Law” shall mean the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law, treaty, regulation or rule (or in the official application or interpretation of any law, treaty, regulation or rule, including a holding, judgment or order by a court of competent jurisdiction) relating to taxation.

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“Change of Control” shall mean, at any time (a) prior to a Qualified Public Offering, (i) Permira shall fail to have the right, directly or indirectly, by voting power, contract or otherwise, to elect or designate for election at least a majority of the board of directors (or similar governing body) of Holdings and (ii) the Investors shall fail to beneficially own Capital Stock of Holdings representing a majority of the voting power of Holdings, (b) after a Qualified Public Offering, any “person” or “group,” other than the Investors, shall beneficially own Capital Stock of Holdings representing more than 35% of the aggregate ordinary voting power of Holdings and the percentage of the aggregate ordinary voting power represented by such Capital Stock beneficially owned by such person or group exceeds the percentage of the aggregate ordinary voting power represented by Capital Stock of Holdings then beneficially owned by the Investors, unless (i) the Investors have, at such time, the right or the ability, directly or indirectly, by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors (or similar governing body) of Holdings or (ii) during any period of twelve (12) consecutive months, a majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Holdings are occupied at such time by persons who were (x) members of the board of directors (or similar governing body) of Holdings on the Closing Date or nominated by one or more Investors or Persons nominated by one or more Investors or (y) appointed by directors so nominated, (c) Holdings ceases to own, directly or indirectly, 100% of the issued and outstanding Capital Stock of the Borrower (excluding the incentive stock options that were issued to members of management on the Closing Date and subsequently converted into shares of common stock of U.S. Holdings) or (d) a Change of Control or similar event occurs under the Senior Notes.

“Class” shall mean (a) when used with respect to Lenders, whether such Lenders are Revolving Lenders or Term Lenders, (b) when used with respect to Commitments, whether such Commitments are Initial Revolving Loan Commitments, Initial Term Loan Commitments, Incremental Revolving Commitments, Incremental Term Commitments, Other Revolving Commitments or, Other Term Commitments and New Term B-2 Loan Commitments and (c) when used with respect to Loans or a Borrowing, whether such Loans, or the Loans comprising such Borrowing, are Initial Revolving Loans, Initial Term Loans, Incremental Term Loans, Incremental Revolving Loans, Other Term Loans or, Other Revolving Loans, Term B-1 Loans or Term B-2 Loans. Incremental Revolving Loans, Incremental Term Loans, Other Revolving Loans, Other Term Loans, Incremental Revolving Commitments, Incremental Term Commitments, Other Revolving Commitments and Other Term Commitments made pursuant to any Incremental Amendment that have different terms and conditions shall be construed to be in different Classes.

“Closing Date” shall have the meaning set forth in Section 13.10.mean December 28, 2012.

“Closing Fee” shall have the meaning set forth in Section 4.1(e).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“Collateral” shall mean all property and assets (whether real or personal) with respect to which any security interests have been granted (or purported to have been granted) pursuant to any Security Document to secure the Obligations; provided that the Collateral shall not include any Excluded Assets.

“Collateral Agent” shall mean the Administrative Agent acting as collateral agent for the Secured Parties pursuant to the Security Documents.

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“Collateralize” shall mean to (i) pledge and deposit with or deliver to the Collateral Agent or the Issuing Lender, for the benefit of the Issuing Lenders and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent or (ii) issue back to back letters of credit for the benefit of the Issuing Lender in a form and substance (including as to the identity of the issuer thereof) reasonably satisfactory to the Collateral Agent, in each case, in an amount not less than 103% of the outstanding L/C Obligations.

“Commitment” shall mean any of the commitments of any Lender, i.e., a Term Loan Commitment or a Revolving Loan Commitment.

“Commitment Fees” shall have the meaning set forth in Section 4.1(a).

“Commitment Letter” shall mean the Commitment Letter, dated as of October 21, 2012, between U.S. Holdings and the Initial Joint Lead Arrangers.

“Commonly Controlled Entity” shall mean a person or an entity, whether or not incorporated, that is under common control with Holdings or the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes Holdings or the Borrower and that is treated as a single employer under Section 414 of the Code.

“Company Material Adverse Effect” shall mean any fact, event, development, condition, matter, state of facts, circumstance, change, occurrence or effect that (a) would, or would reasonably be expected to, prevent or materially delay the consummation of the Merger and the other transactions contemplated by the Merger Agreement; or (b) has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, properties, assets or results of operations of the Company and its Subsidiaries, taken as a whole, but shall not include any fact, event, development, condition, matter, state of facts, circumstance, change, occurrence or effect relating to or resulting from (i) changes in general economic or political conditions or the securities, credit or financial markets, (ii) any decline in the market price or trading volume of the Common Stock, (iii) general changes or developments after the date of the Merger Agreement in the industries in which the Company and its Subsidiaries operate, including general changes in Law or regulation across such industries in which the Company and its Subsidiaries operate, (iv) the execution and delivery of the Merger Agreement or the public announcement or pendency of the Merger or other transactions contemplated by the Merger Agreement, including the impact thereof on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with employees, customers, suppliers or partners, (v) the identity of U.S. Holdings or any of its Affiliates as the acquiror of the Company, (vi) compliance with the terms of, or the taking of any action required by, the Merger Agreement or consented to in writing by U.S. Holdings, (vii) any acts of terrorism or war, (viii) any hurricane, tornado, flood, earthquake, natural disasters, acts of God or other comparable events, (ix) changes in generally accepted accounting principles or the interpretation thereof after the date hereof or (x) any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period; provided that (1) any fact, event, development, condition, matter, state of facts, circumstance, change, occurrence or effect set forth in the foregoing clauses (b)(i), (b)(iii), (b)(vii), (b)(viii) and (b)(ix) may be taken into account in determining whether there has been or is a Company Material Adverse Effect to the extent (and only to the extent) such fact, event, development, condition, matter, state of facts, circumstance, change, occurrence or effect has a disproportionate adverse effect on the business, financial condition, properties, assets or results of operations of the Company and its Subsidiaries, taken as a whole, in relation to others in the industries in which the Company and its Subsidiaries operate and (2) the underlying cause of any failure referred to in the foregoing clause (b)(x) may be taken into account in determining whether there has been or is a Company Material Adverse Effect. Unless otherwise defined in this definition, capitalized terms used in this definition shall have the meanings set forth in the Merger Agreement.

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“Compliance Date” shall mean (i) any date on which and/or upon (ii) the Borrowing of any Revolving Loan or Swingline Loan or issuance of any Letter of Credit, the result of which would, after giving effect to such Borrowing or issuance, result in the aggregate Revolving Extensions of Credit of all Lenders equal to an amount in excess of $15,000,000 (as modified pursuant to any Incremental Amendment in accordance with Section 2.15(a)(ix)) at such time.

“Consolidated Capital Expenditures” shall mean, as of any date for the applicable Test Period then ended, all capital expenditures of Holdings and its Restricted Subsidiaries on a consolidated basis for such Test Period, including Consolidated Capitalized Content, as determined in accordance with GAAP.

“Consolidated Capitalized Content” shall mean, for any Test Period, all expenditures (including without limitation expenditures in connection with a Permitted Genealogical Data Acquisition) made for the purchase or licensing of genealogical, historical and/or DNA data (including the costs to scan such data and costs to the data keyed and indexed to make it searchable), as determined in accordance with GAAP.

“Consolidated Current Assets” shall mean, at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of Holdings and its Restricted Subsidiaries at such date.

“Consolidated Current Liabilities” shall mean, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of Holdings and its Restricted Subsidiaries at such date, but excluding (a) the current portion of any Funded Debt of Holdings and its Restricted Subsidiaries, (b) without duplication of clause (a) above, all Indebtedness consisting of Loans to the extent otherwise included therein and (c) the current portion of any Deferred Revenue.

“Consolidated EBITDA” shall mean, for any Test Period, an amount determined for Holdings and its Restricted Subsidiaries on a consolidated basis equal to Consolidated Net Income for such Test Period, plus, to the extent deducted in arriving at such Consolidated Net Income (other than the add-backs identified in clauses (bb) and (cc) of this definition), the sum, without duplication, of (a) Consolidated Interest Expense, (b) provisions for taxes based on income or equity, (c) total depreciation expense, (d) total amortization expense, (e) costs and expenses in connection with the Transactions and the acquisition of Archives.com, (f) other non-cash items (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period), (g) the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in cash to the Sponsors on account of management, consulting, advisory and similar fees and expenses, in each case, permitted to be paid under this Agreement (including termination fees) and related out-of-pocket costs and expenses and indemnities paid (or any accruals related to such fees or related costs and expenses), (h) earn-out expenses resulting from acquisitions in which the Borrower and/or any Restricted Subsidiary of the Borrower is required to treat such earn-out expenses as compensation costs, (i) expenses relating to changes in GAAP that impact Holdings’ statement of income, (j) costs and expenses (including due diligence expenses) associated with any Permitted Acquisition, merger, Investment or Disposition permitted hereunder, including any related transaction (whether or not any such transaction is consummated), (k) costs related to the initial study and implementation of the Sarbanes-Oxley Act, including the costs of recruiting and hiring staff, (l) stock option expenses, equity-based compensation expenses and/or expenses related to stock (including phantom stock plans, cash settled stock plans and any payroll taxes paid on any stock compensation), (m) actual expenses incurred in connection with obtaining and maintaining private credit ratings in accordance with Section 8.9, (n) expenses arising from the impact of FASB 470-50-40 on certain capitalized fees and costs, (o) extraordinary, non-recurring or unusual

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charges, (p) expenses incurred in connection with the prepayment, amendment, modification, restructuring or Refinancing of Indebtedness during such Test Period, (q) any non-capitalized transaction costs incurred during such Test Period in connection with an actual or proposed incurrence of Indebtedness, including a Refinancing thereof, issuance of Capital Stock or recapitalization (excluding the Transactions), (r) any net loss incurred in such Test Period from Swap Agreements and Interest Rate Protection Agreements and the application of Accounting Standards Codification Topic 815, (s) any net loss incurred in such Test Period from currency translation adjustments or losses, (t) any loss from the early extinguishment of Indebtedness or Swap Agreements or other derivative instruments, (u) any loss from disposed, abandoned or discontinued operations and losses on disposal of disposed, abandoned, transferred, closed or discontinued operations and any losses, charges and expenses related to the impairment of assets, (v) any losses (plus all fees and expenses relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Capital Stock of any Person other than in the ordinary course of business, as determined in good faith by the Borrower, (w) cash charges paid in connection with corporate restructurings and carve-out related items (including, without limitation, severance costs in connection with any reduction in the workforce of the Borrower and its Restricted Subsidiaries), (x) public-to-private cost savings, (y) non-recurring costs related to discontinued operations in China and Mundia.com, (z) non-recurring cost and expenses related to the expansion of office space in San Francisco, (aa) business optimization expenses incurred in such Test Period, (bb) expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the Transactions and Archives.com that are factually supportable and projected by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrower) within twelve (12) months after the Closing Date and (cc) expected cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies related to acquisitions, divestitures, restructuringrestructurings, cost savings initiatives and other similar initiatives after the Closing Date that are factually supportable and projected by the Borrower in good faith to result from actions with respect to which substantial steps have been, will be, or are expected to be, taken (in the good faith determination of the Borrower) within twelve (12) months after such transaction or initiative is initiated; provided that the aggregate amount of add-backs made pursuant to clauses (aa), (bb) and (cc) of this definition (the “Specified EBITDA Adjustments”) shall not exceed, in the aggregate, 15% of Consolidated EBITDA for such Test Period (before giving effect to such Specified EBITDA Adjustments), minus, to the extent added in arriving at such Consolidated Net Income, (1) non-cash gains (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash item in any prior period) and (2) any net gain in such Test Period from currency translation adjustments or gains.

Notwithstanding the foregoing, “Consolidated EBITDA” for the fiscal quarter ended: (i) December 31, 2011 shall be deemed to be $41,343,000; (ii) March 31, 2012 shall be deemed to be $31,832,000; (iii) June 30, 2012 shall be deemed to be $44,241,000; and (iv) September 30, 2012 shall be deemed to be $55,600,000. For the period from October 1, 2012 through and including the Closing Date, “Consolidated EBITDA” shall be based on the actual Consolidated EBITDA of the Borrower for such period.

“Consolidated Interest Expense” shall mean, for any Test Period, total interest expense (including that portion attributable to Capital Lease Obligations in accordance with GAAP and capitalized interest) of Holdings and its Restricted Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of Holdings and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Swap Agreements, but excluding, however, any fees payable in connection with the Transactions on or before the Closing Date.

“Consolidated Net Income” shall mean, for any Test Period, the net income (or loss) of Holdings and its Restricted Subsidiaries on a consolidated basis for such Test Period taken as a single accounting Test Period determined in conformity with GAAP; provided that there shall be excluded, without duplication,

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(a) the income (or loss) of any Person (other than a Restricted Subsidiary of Holdings) in which any other Person (other than Holdings or its Restricted Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of its Restricted Subsidiaries by such Person during such Test Period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Holdings or is merged into or consolidated with Holdings or any of its Restricted Subsidiaries or that Person’s assets are acquired by Holdings or any of its Restricted Subsidiaries, (c) any after-tax gains or losses attributable to asset sales or returned surplus assets of any Plan, (d) any increase in amortization or depreciation or other non-cash charges, and any write up of assets or inventory, any inventory step ups and any deferred revenue valuation adjustments that results from the application of purchase accounting in relation to the Transactions or any acquisition that is consummated after the Closing Date, net of taxes, (e) any net extraordinary gains or net extraordinary losses, (f) solely for the purpose of determining Excess Cash Flow, the net income for such Test Period of any Restricted Subsidiary of Holdings (other than any Subsidiary Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date of determination permitted without any prior Governmental Approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to Holdings or a Subsidiary Guarantor in respect of such Test Period, to the extent not already included therein and (g) the cumulative effect of a change in accounting principles during such Test Period to the extent included in Consolidated Net Income. In addition, to the extent not already accounted for in the Consolidated Net Income, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of net proceeds received by Holdings or any Restricted Subsidiary thereof from business interruption insurance.

“Consolidated Total Debt” shall mean, at any date, an amount equal to the aggregate principal amount (or, if higher, the par value or stated face amount (other than with respect to zero coupon Indebtedness)) of all Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP as adjusted pursuant to Section 1.3(c), but excluding any liabilities referred to in clauses (f) and (i) of the definition of “Indebtedness” and any Guarantee Obligations in respect of any such liabilities.

“Consolidated Total Assets” shall mean the total amount of all assets of Holdings and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as shown on the most recent balance sheet of Holdings.

“Consolidated Working Capital” shall mean, at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

“Consolidated Working Capital Adjustment” shall mean, for any Test Period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such Test Period exceeds (or is less than (in which case the Consolidated Working Capital Adjustment will be a negative number)) Consolidated Working Capital as of the end of such Test Period.

“Contractual Obligation” shall mean, with respect to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Investment Affiliate” shall mean, with respect to any Person, any other Person that (a) directly or indirectly, is in Control of, is Controlled by, or is under common Control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies.

“Credit Agreement Refinancing Debt” shall mean (a) First Priority Credit Agreement Refinancing Debt, (b) Second Priority Credit Agreement Refinancing Debt, (c) Unsecured Credit Agreement Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans, outstanding Revolving Loans or (in the case of Other Revolving Commitments obtained pursuant to a Refinancing Amendment) Revolving Loan Commitments hereunder (including any successive Credit Agreement Refinancing Debt) (any such extended, renewed, replaced or refinanced Term Loans, Revolving Loans or Revolving Commitments, “Refinanced Credit Agreement Debt”); provided that (i) such extending, renewing or refinancing Indebtedness (including, if such Indebtedness includes or relates to any Other Revolving Commitments, the unused portion of such Other Revolving Commitments) is in an original aggregate principal amount (or accreted value, if applicable) not greater than the aggregate principal amount (or accreted value, if applicable) of the Refinanced Credit Agreement Debt (and, in the case of Refinanced Credit Agreement Debt consisting, in whole or in part, of unused Revolving Loan Commitments or Other Revolving Commitments, the amount thereof) plus an amount equal to unpaid and accrued interest and premium thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount), (ii) in the case of Other Revolving Commitments and Other Revolving Loans, there shall be no required repayment thereof (other than in connection with a voluntary reduction of commitments or availability thereunder) prior to the maturity thereof and (iii) such Refinanced Credit Agreement Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained; provided that to the extent that such Refinanced Credit Agreement Debt consists, in whole or in part, of Revolving Loan Commitments or Other Revolving Commitments (or Revolving Loans or Other Revolving Loans incurred pursuant to any Revolving Loan Commitments or Other Revolving Commitments), such Revolving Loan Commitments or Other Revolving Commitments, as applicable, shall be terminated, and all accrued fees in connection therewith shall be paid, on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained.

“Credit Agreement Refinancing Requirements” shall mean, with respect to any Indebtedness incurred by the Borrower to Refinance, in whole or part, any other Indebtedness (such other Indebtedness, “Refinanced Debt”):

(a) with respect to all such Indebtedness:

(i) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to, the providers of such Indebtedness than those applicable to the Refinanced Debt (except for financial covenants or other covenants or provisions applicable only to periods after the Latest Maturity Date at the time of such Refinancing, as may be agreed by such Borrower and the providers of such Indebtedness);

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(ii) if such Indebtedness is guaranteed, it is not guaranteed by any Subsidiary of Holdings other than the Subsidiary Guarantors; and

(iii) the proceeds of such Indebtedness are applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of the outstanding amount (and, if such Indebtedness constitutes Refinancing Revolving Debt, pro rata reductions of the Revolving Commitments) of the Refinanced Debt;

(b) if such Indebtedness constitutes Refinancing Revolving Debt:

(i) such Indebtedness does not mature (or require commitment reductions or amortization) prior to the final stated maturity date of the Refinanced Debt; and

(ii) such Indebtedness includes provisions providing for the pro rata treatment of payment, repayment, borrowings, participations and commitment reductions of the Revolving Facility and such Indebtedness reasonably acceptable to the Administrative Agent and the Borrower;

(c) if such Indebtedness constitutes Refinancing Term Debt:

(i) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption or prepayment (except customary asset sale or change of control provisions), in each case prior to the date that is ninety-one (91) days after the then Latest Maturity Date at the time such Indebtedness is incurred;

(ii) such Indebtedness does not have a shorter Weighted Average Life to Maturity than the Refinanced Debt; and

(iii) such Indebtedness shares not greater than ratably in (or, if such Indebtedness constitutes Unsecured Refinancing Term Debt or Second Priority Refinancing Term Debt, on a junior basis with respect to) any voluntary or mandatory prepayments of any Term Loans then outstanding; and

(d) if such Indebtedness is secured:

(i) such Indebtedness is not secured by any assets other than the Collateral; and

(ii) a Senior Representative acting on behalf of the providers of such Indebtedness shall have become party to an Intercreditor Agreement (or any Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in the definition of First Priority Credit Agreement Refinancing Debt, in the case of First Priority Refinancing Revolving Debt or First Priority Refinancing Term Debt, or in the definition of Second Priority Credit Agreement Refinancing Debt, in the case of Second Priority Refinancing Revolving Debt or Second Priority Refinancing Term Debt).

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“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” shall have the meaning set forth in Section 5.2(e).

“Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“Defaulting Lender” shall mean any Lender whose acts or failure to act, whether directly or indirectly, cause such Lender to meet any part of the definition of “Lender Default.”

“Deferred Revenue” shall mean, for any period, the amount of deferred revenue of Holdings and its Restricted Subsidiaries, on a consolidated basis, determined in accordance with GAAP.

“Designated Non-Cash Consideration” shall mean the fair market value of non-cash consideration received by Holdings or any Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration as determined by Holdings in good faith pursuant to a certificate of an Authorized Officer of Holdings setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received within 180 days of such Asset Sale in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“Disposition” shall mean, with respect to any property (including, without limitation, Capital Stock of any Group Member), any sale, lease, Sale Leaseback Transaction, assignment, conveyance, transfer or other disposition thereof (including by merger or consolidation or amalgamation and excluding the granting of a Lien permitted hereunder) and any issuance of Capital Stock of Holdings’ Restricted Subsidiaries. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Equity Interests” shall mean any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change in control or asset sale so long as any right of the holders thereof upon the occurrence of a change in control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are then accrued and payable and the termination of the Commitments), in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, prior to the date that is ninety-one (91) days after the Latest Maturity Date, except as a result of a change in control or an asset sale or the death, disability, retirement, severance or termination of employment or service of a holder who is an employee or director of Holdings or a Subsidiary, in each case so long as any such right of the holder (1) is not effective during the continuance of an Event of Default and is not effective to the extent that such redemption would result in a Default or an Event of Default or (2) is subject to the prior repayment in full of the Loans and all other Obligations that are then accrued and payable and the termination of the Commitments, (c) requires the payment of any cash dividend or any other scheduled cash payment constituting a return of capital, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date; provided that if such Capital Stock is issued to any plan for the benefit of employees of Holdings or its Restricted Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute a Disqualified Equity Interest solely because it may be required to be repurchased by Holdings or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

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“Disqualified Lender” shall mean each financial institution or other Person designated in writing by U.S. Holdings to the Administrative Agent on or prior to the date of the Commitment Letter.

“Distressed Person” shall have the meaning set forth in the definition of “Lender-Related Distress Event.”

“Dollar Denominated Loan” shall mean each Loan denominated in Dollars, which shall include each Initial Term Loan incurred on the Closing Date, each Incremental Term Loan denominated in Dollars, each Dollar Denominated Revolving Loan and, each Swingline Loan, each Term B-1 Loan as amended on the Amendment No. 1 Effective Date and each Term B-2 Loan incurred on the Amendment No. 1 Effective Date.

“Dollar Denominated Revolving Loan” shall mean each Revolving Loan denominated in Dollars.

“Dollar Equivalent” shall mean, with respect to any amount denominated in an Alternate Currency as of any date of determination, the amount of dollars that would be required to purchase the amount of such Alternate Currency based upon the Spot Currency Exchange Rate at which the Administrative Agent offers to sell such Alternate Currency for dollars in the London foreign exchange market at approximately 11:00 a.m. London time on such date for delivery two (2) Business Days later (or, in the case of any determination pursuant to Section 13.19, on the date of determination).

“Dollars” and the sign “$” shall each mean freely transferable lawful money of the United States.

“Domestic Subsidiary” shall mean, with respect to any Person, any Subsidiary of such Person incorporated or organized in the United States, any State thereof or the District of Columbia.

“Drawing” shall have the meaning set forth in Section 3.5(b).

“Dutch Auction” shall mean one or more purchases (each, a “Purchase”) by a Permitted Auction Purchaser or an Affiliated Lender (either, a “Purchaser”) of Term Loans pursuant to Section 13.4(a)(iii) or 13.4(a)(iv); provided that, each such Purchase is made on the following basis:

(a) (i) the Purchaser will notify the Administrative Agent in writing (a “Purchase Notice”) (and the Administrative Agent will deliver such Purchase Notice to each relevant Lender) that such Purchaser wishes to make an offer to purchase from each Term Lender and/or each Lender with respect to any Class of Term Loans on an individual tranche basis, Term Loans, in an aggregate principal amount as is specified by such Purchaser (the “Term Loan Purchase Amount”) with respect to each applicable tranche, subject to a range or minimum discount to par expressed as a price at which range or price such Purchaser would consummate the Purchase (the “Offer Price”) of such Term Loans to be purchased (it being understood that different Offer Prices and/or Term Loan Purchase Amounts may be offered with respect to different tranches of Term Loans and, in such an event, each such offer will be treated as a separate offer pursuant to the terms of this definition); provided that the Purchase Notice shall specify that each Return Bid (as defined below) must be submitted by a date and time to be specified in the Purchase Notice, which date shall be no earlier than the second Business Day following the date of the Purchase Notice and no later than the fifth Business Day following the date of the Purchase Notice; (ii) at the time of delivery of the Purchase Notice to the Administrative Agent, no Default or Event of Default shall have occurred and be continuing or would result therefrom (which condition shall be certified as being satisfied in such Purchase Notice) and (iii) the Term Loan Purchase Amount specified in each Purchase Notice delivered by such Purchaser to the Administrative Agent shall not be less than $10,000,000 in the aggregate;

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(b) such Purchaser will allow each Lender holding the Class of Term Loans subject to the Purchase Notice to submit a notice of participation (each, a “Return Bid”) which shall specify (i) one or more discounts to par of such Lender’s tranche or tranches of Term Loans subject to the Purchase Notice expressed as a price (each, an “Acceptable Price”) (but in no event will any such Acceptable Price be greater than the highest Offer Price for the Purchase subject to such Purchase Notice) and (ii) the principal amount of such Lender’s tranches of Term Loans at which such Lender is willing to permit a purchase of all or a portion of its Term Loans to occur at each such Acceptable Price (the “Reply Amount”);

(c) based on the Acceptable Prices and Reply Amounts of the Term Loans as are specified by the Lenders, the Administrative Agent in consultation with such Purchaser, will determine the applicable discount (the “Applicable Discount”) which will be the lower of (i) the lowest Acceptable Price at which such Purchaser can complete the Purchase for the entire Term Loan Purchase Amount and (ii) in the event that the aggregate Reply Amounts relating to such Purchase Notice are insufficient to allow such Purchaser to complete a purchase of the entire Term Loan Purchase Amount the highest Acceptable Price that is less than or equal to the Offer Price;

(d) such Purchaser shall purchase Term Loans from each Lender with one or more Acceptable Prices that are equal to or less than the Applicable Discount at the Applicable Discount (such Term Loans being referred to as “Qualifying Loans” and such Lenders being referred to as “Qualifying Lenders”), subject to clauses (e), (f), (g) and (h) below;

(e) such Purchaser shall purchase the Qualifying Loans offered by the Qualifying Lenders at the Applicable Discount; provided that if the aggregate principal amount required to purchase the Qualifying Loans exceeds the Term Loan Purchase Amount, such Purchaser shall purchase Qualifying Loans ratably based on the aggregate principal amounts of all such Qualifying Loans tendered by each such Qualifying Lender;

(f) the Purchase shall be consummated pursuant to and in accordance with Section 13.4 and, to the extent not otherwise provided herein, shall otherwise be consummated pursuant to procedures (including as to timing, rounding and minimum amounts, Interest Periods, and other notices by such Purchaser) reasonably acceptable to the Administrative Agent (provided that, subject to the proviso of subsection (g) of this definition, such Purchase shall be required to be consummated not later than five (5) Business Days after the time that Return Bids are required to be submitted by Lenders pursuant to the applicable Purchase Notice);

(g) upon submission by a Lender of a Return Bid, subject to the foregoing clause (f), such Lender will be irrevocably obligated to sell the entirety or its pro rata portion (as applicable pursuant to clause (e) above) of the Reply Amount at the Applicable Discount plus accrued and unpaid interest through the date of purchase to such Purchaser pursuant to Section 13.4 and as otherwise provided herein; provided that as long as no Return Bids have been submitted each Purchaser may rescind its Purchase Notice by notice to the Administrative Agent; and

(h) purchases by a Permitted Auction Purchaser of Qualifying Loans shall result in the immediate Cancellation of such Qualifying Loans.

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“ECF Percentage” shall mean 7550%; provided that the ECF Percentage shall be reduced to (i) 5025% if the Total Net Secured Leverage Ratio as of the last day of the respective Excess Cash Flow Period is less than or equal to 3.00:1.00 and greater than 2.50:1.00, (ii) 25% if the Total Net Secured Leverage Ratio as of the last day of the respective Excess Cash Flow Period is less than or equal to 2.50:1.00 and greater than 2.00:1.00 and (iv2.00:1.00 and (ii) 0% if the Total Net Secured Leverage Ratio as of the last day of the respective Excess Cash Flow Period is less than or equal to 2.00:1.00.

“Eligible Assignee” shall mean (a) any Lender, any Affiliate of a Lender and any Approved Fund (any two or more Approved Funds with respect to a particular Lender being treated as a single Eligible Assignee for all purposes hereof), and (b) any commercial bank, insurance company, financial institution, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act); provided that “Eligible Assignee” shall (x) include Permitted Auction Purchasers, subject to the provisions of Section 13.4(a)(iii), but solely to the extent that any such Person purchases or acquires Term Loans and effects a Cancellation immediately upon such contribution, purchase or acquisition pursuant to documentation reasonably satisfactory to the Administrative Agent, (y) include Affiliated Investment Funds and Affiliated Lenders, subject to the provisions of Section 13.4(a)(iv) and (z) not include any Disqualified Lender, any natural person, any Defaulting Lender or the Borrower or any of Holdings’ or the Borrower’s Affiliates (in each case, other than as set forth in clauses (x) or (y) above).

“EMU” shall mean the Economic and Monetary Union as contemplated in the Treaty of the European Union.

“EMU Legislation” shall mean the secondary legislative measures of the EMU for the introduction of, changeover to, or operation of the Euro in one or more member states.

“End Date” shall have the meaning set forth in the definition of “Applicable Margin.”

“Environmental Laws” shall mean any and all foreign, Federal, state, local or municipal Requirements of Law regulating, relating to or imposing liability or standards of conduct concerning Materials of Environmental Concern, human health and safety with respect to exposure to Materials of Environmental Concern, and protection or restoration of the environment.

“Equity Contribution” shall mean the direct or indirect cash equity contributions (in the form of common equity or qualified preferred equity having terms reasonably acceptable to the Initial Joint Lead Arrangers) from the Investors to Holdings in an aggregate amount equal to, when combined with the fair market value of the equity of management and existing shareholders of Holdings rolled over or invested in connection with the Transactions, at least 30% of the pro forma total capitalization of Holdings and its Subsidiaries after giving effect to the Transactions.

“Equity Cure Period” shall have the meaning set forth in Section 11.3(a).

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Euro” shall mean the single currency of the Participating Member States introduced in accordance with the provisions of Article 109(i)4 of the EU Treaty.

“Euro Denominated Loan” shall mean each Loan denominated in Euros, which shall include each Revolving Loan and Incremental Term Loan denominated in Euros.

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“Euro LIBOR” shall mean, with respect to each Borrowing of Euro Denominated Loans, (i) the rate per annum for deposits in Euros as determined by the Administrative Agent for a period corresponding to the duration of the relevant Interest Period which appears on Reuters Page EURIBOR-01 (or any successor page) at approximately 11:00 A.M. (Brussels time) on the date which is two Business Days prior to the commencement of such Interest Period or (ii) if such rate is not shown on Reuters Page EURIBOR-01 (or any successor page), the average offered quotation to prime banks in the Euro-zone interbank market by the Administrative Agent for Euro deposits of amounts comparable to the principal amount of the Euro Denominated Loan to be made by the Administrative Agent as part of such Borrowing with maturities comparable to the Interest Period to be applicable to such Loan (rounded upward to the next whole multiple of 1/16 of 1%), determined as of 11:00 A.M. (Brussels time) on the date which is two Business Days prior to the commencement of such Interest Period; provided that in the event the Administrative Agent has made any determination pursuant to Section 2.11(a)(A) in respect of Loans denominated in Euros, or in the circumstances described in clause (A) to the proviso to Section 2.11(b) in respect of Loans denominated in Euros, Euro LIBOR determined pursuant to this definition shall instead be the rate determined by the Administrative Agent as the all-in-cost of funds for the Administrative Agent (or such other Lender) to fund a Borrowing of Loans denominated in Euros with maturities comparable to the Interest Period applicable thereto.

“Euro Sublimit” shall mean an amount designated in Euros, the Dollar Equivalent of which is $25,000,000.

“Event of Default” shall have the meaning set forth in Section 11.1.

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such Excess Cash Flow Period, (ii) the amount of all non-cash charges (including depreciation and amortization and reserves for future expenses) deducted in arriving at such Consolidated Net Income, (iii) the Consolidated Working Capital Adjustment for such Excess Cash Flow Period and (iv) the aggregate net amount of non-cash loss on the Disposition of property by Holdings and its Restricted Subsidiaries during such Excess Cash Flow Period (other than sales in the ordinary course of business), to the extent deducted in determining such Consolidated Net Income over (b) the sum, without duplication, of (i) the amount of all non-cash gains or credits included in arriving at such Consolidated Net Income, (ii) to the extent not funded with Indebtedness (other than Revolving Loans), the aggregate amount actually paid by Holdings and its Restricted Subsidiaries in cash on account of Consolidated Capital Expenditures and capitalized research and development expenses during such Excess Cash Flow Period, (iii) at the option of the Borrower, the aggregate amount of Consolidated Capital Expenditures to be made during the first fiscal quarter of the succeeding Excess Cash Flow Period and specifically identified in the annual budget to be delivered under Section 8.2(d) in respect of such Excess Cash Flow Period (it being understood that if any Consolidated Capital Expenditures are deducted in a prior Excess Cash Flow Period pursuant to this clause (iii), such Consolidated Capital Expenditures may not be deducted pursuant to clause (ii) above in the Excess Cash Flow Period in which such Consolidated Capital Expenditures were actually incurred), (iv) the aggregate amount actually paid by Holdings and its Restricted Subsidiaries in cash during such Excess Cash Flow Period on account of Permitted Acquisitions (excluding the principal amount of Indebtedness incurred in connection with such expenditures other than Indebtedness under the Revolving Loans), (v) all mandatory prepayments of the Term Loans pursuant to Section 5.2(c) made during such Excess Cash Flow Period, but only to the extent that the Asset Sale or Recovery Event giving rise to the obligation to make a mandatory prepayment pursuant to Section 5.2(c) resulted in a corresponding increase in Consolidated Net Income, (vi) to the extent not funded with proceeds of Indebtedness (other than Revolving Loans), the aggregate amount of all regularly scheduled principal amortization payments of Funded Debt (including the Term Loans) made on their due date during such Excess Cash Flow Period (including payments in respect of Capital Lease Obligations to the extent not

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deducted in the calculation of Consolidated Net Income), (vii) the aggregate net amount of non-cash gains on the Disposition of property by Holdings and its Restricted Subsidiaries during such Excess Cash Flow Period (other than sales of inventory in the ordinary course of business), to the extent included in arriving at such Consolidated Net Income, (viii) to the extent not funded with proceeds of Indebtedness (other than Revolving Loans), the aggregate amount of all Investments made in cash during such Excess Cash Flow Period pursuant to clauses (c), (e), (g) and (bb) of Section 9.7, (ix) any cash payments that are made during such Excess Cash Flow Period and have the effect of reducing an accrued liability that was not accrued during such period, (x) the amount of taxes paid in cash during such Excess Cash Flow Period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such Excess Cash Flow Period, (xi) to the extent not funded with the proceeds of Indebtedness (other than Revolving Loans), Restricted Payments made during such Excess Cash Flow Period under clauses (d), (e)(i), (e)(iii), (f) and (g) of Section 9.6 and (xii) to the extent not funded with the proceeds of Indebtedness (other than Revolving Loans), the aggregate amount of all prepayments or repurchases of Indebtedness (other thanincluding the aggregate amount of cash actually paid for prepayments or repurchases of the Term Loans made in the open market in accordance with Section 13.4(a)(iii) but excluding all other prepayments or repurchases of the Term Loans and Revolving Loans made during such Excess Cash Flow Period), except in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder.

“Excess Cash Flow Application Date” shall have the meaning set forth in Section 5.2(b).

“Excess Cash Flow Period” shall mean each fiscal year of Holdings beginning with the fiscal year ending December 31, 2013.2014.

“Exchange Senior Notes” shall mean senior notes issued under the Senior Notes Indenture in exchange for Senior Notes, which Exchange Senior Notes are substantially identical to the originally issued Senior Notes and shall be issued pursuant to a registered exchange offer in compliance with the terms of the Registration Rights Agreement; provided that in no event will the issuance of any Exchange Senior Notes increase the aggregate principal amount of Senior Notes theretofore outstanding or otherwise result in an increase in the interest rate applicable to the Senior Notes theretofore outstanding.

“Excluded Assets” shall mean, subject to and consistent with the Security and Guarantee Principles, (i) any fee-owned Real Property with a fair market value of less than $5,000,000 and all Real Property constituting Leaseholds, (ii) any letter of credit rights or tort claims with a value of less than $5,000,000 (provided that “Excluded Assets” shall not include letter of credit rights to the extent constituting a supporting obligation for other Collateral as to which perfection of security interests in such Collateral is accomplished by the filing of a Uniform Commercial Code financing statement (or foreign equivalent)), (iii) any assets the grant of security over which or the transfer of which (w) is prohibited by law (including restrictions in respect of Margin Stock, corporate benefit and financial assistance, fraudulent conveyance, preference, thin capitalization or other similar laws or regulations), (x) is prohibited by contract (existing on the Closing Date or at the time such assets would otherwise become Collateral); provided that such contract was not entered into for the purpose of making such asset an Excluded Asset, (y) requires third party consents of any Person other than a Loan Party or an Affiliate of a Loan Party or (z) results in material adverse tax, accounting or regulatory consequences, in each case, after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law; provided that no prohibition in any contract or third party consent shall relate to any assets not subject to such contract or results in a limitation on any Loan Party’s ability to generally pledge substantially all of its assets pursuant to the Security Documents, (iv) Capital Stock which (w) constitutes Margin Stock, (x) constitutes the Capital Stock of any Excluded Foreign Subsidiary described in clause (ii) or clause (iii) of the definition of “Excluded Foreign Subsidiary” or (y) constituting the Capital Stock of any Excluded Foreign Subsidiary

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described in clause (i) of the definition of “Excluded Foreign Subsidiary” representing in excess of 65% of the Capital Stock of such Excluded Foreign Subsidiary, (v) any assets where the cost of obtaining a security interest in, or perfection of a security interest in, such assets exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by Holdings in writing delivered to the Administrative Agent), (vi) any governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby, (vii) any lease, license or agreement or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto after giving effect to the applicable anti-assignment provisions of the UCC or other applicable law and, (viii) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law and (ix) the assets of any Foreign Subsidiary that is a CFC.

“Excluded Contributions” shall mean the Net Cash Proceeds from issuance or sale of Capital Stock (other than Disqualified Stock) of Holdings (other than to a Group Member), or a substantially contemporaneous contribution of cash to Holdings, in each case, to the extent the Net Cash Proceeds thereof, or such cash shall be, as applicable, contributed to U.S. Holdings and shall be used by U.S. Holdings or any Restricted Subsidiary of U.S. Holdings, in each case designated as “Excluded Contributions” pursuant to an officer’s certificate executed by an Authorized Officer of Holdings, minus the amounts applied in accordance with Sections 9.6(p), 9.7(dd) and 9.8(e).

“Excluded Foreign Subsidiary” shall mean any (i) U.S. Owned DRE or First-Tier Foreign Subsidiary, (ii) Subsidiary the Capital Stock of which is directly or indirectly owned by any First-Tier Foreign Subsidiary and (iii) Subsidiary that is a CFC and the Capital Stock of which is directly or indirectly owned by any U.S. Owned DRE.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, any Issuing Lender, or any other recipient of any payment to be made by or on behalf of the Borrower or any Guarantor hereunder or under any Note, (i) any Tax imposed on or measured by its net income or net profits, and any franchise taxes imposed on it (in lieu of net income taxes), in each case pursuant to the laws of the jurisdiction in which it is organized or in which it has its principal office or applicable lending office, or any subdivision thereof or therein, or as a result of any other present or former connection between such recipient and such jurisdiction (other than a connection arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document), (ii) any branch profits Taxes imposed under Section 884(a) of the Code or any comparable tax imposed by any foreign jurisdiction, (iii) any U.S. federal withholding Tax imposed under FATCA and (iv) any U.S. federal withholding tax that is attributable to the Administrative Agent’s, a Lender’s or an Issuing Lender’s failure, inability or ineligibility at any time during which it is a party to this Agreement to deliver the IRS forms described in Section 5.5(b) (and the Non-Bank Certificate, as applicable), except (a) to the extent that such failure, inability or ineligibility is due to a Change in Tax Law occurring after the date on which it became a party to this Agreement or (b) in the case of an assignment (other than assignment at the request of the Borrower pursuant to Section 2.14), or a change in lending office, in each case following a Change in Tax Law, to the extent that its assignor was entitled, at the time of such assignment, or the Lender was entitled, at the time of the change of its lending office, as applicable, to receive additional amounts from a Borrower or Guarantor with respect to such Tax pursuant to Section 5.5(a).

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“Existing Credit Facility” shall mean (i) the Credit Agreement, dated as of September 9, 2010, among Ancestry.com Operations Inc., as borrower, Ancestry.com Inc., as a guarantor, the domestic subsidiaries of Ancestry.com Operations Inc., Bank of America, N.A., as administrative agent, swingline lender and L/C issuer, and the other lenders party thereto.

“Facility” shall mean (a) any Term Facility and (b) any Revolving Facility, as the context may require.

“Facing Fee” shall have the meaning set forth in Section 4.1(c).

“FASB” shall mean the Financial Accounting Standards Board of the American Institute of Certified Public Accountants.

“FATCA” shall mean Sections 1471 through 1474 of the Code and any current or future regulations or official interpretations thereof.

“Federal Funds Rate” shall mean, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

“Fee Letter” shall mean the Fee Letter, dated as of October 21, 2012, between U.S. Holdings and the Initial Joint Lead Arrangers.

“Fees” shall mean all amounts payable pursuant to or referred to in Section 4.1.

“Final Structure Schedule” shall mean that certain structure chart setting forth the final structure of Holdings and its Subsidiaries after the contemplated post-closing restructuring, as depicted on Schedule 1.1(b).

“Financial Covenant” shall mean the financial covenant set forth in Section 9.1.

“Financial Covenant Event of Default” shall have the meaning set forth in Section 11.2(b).

“Financial Statements Certificate” shall mean a certificate duly executed by an Authorized Officer of Holdings substantially in the form of Exhibit B.

“First Priority Credit Agreement Refinancing Debt” shall mean any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured term loans (each, a “First Priority Refinancing Term Facility”) or one or more senior secured revolving credit facilities (each, a “First Priority Refinancing Revolving Facility”); provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations, (ii) such Indebtedness constitutes Credit Agreement Refinancing Debt and (iii) such Indebtedness complies with the Credit Agreement Refinancing Requirements; provided that a certificate of an Authorized Officer of Holdings or the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the

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Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies Holdings or the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)).

“First Priority Refinancing Revolving Facility” shall have the meaning set forth in the definition of “First Priority Credit Agreement Refinancing Debt.”

“First Priority Refinancing Term Facility” shall have the meaning set forth in the definition of “First Priority Credit Agreement Refinancing Debt.”

“First-Tier Foreign Subsidiary” shall mean any Foreign Subsidiary that is a CFC and whose Capital Stock is directly owned by (i) U.S. Holdings or the Borrower or (ii) any Domestic Subsidiary of U.S. Holdings or the Borrower, other than any U.S. Owned DRE.

“Fixed Rate” shall mean and include each of the LIBOR Rate and each Alternate Currency Rate.

“Fixed Rate Loan” shall mean each LIBOR Loan and each Alternate Currency Loan.

“Flood Insurance Laws” shall mean, collective, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“Foreign Lender” shall have the meaning set forth in Section 5.5(b).

“Foreign Revolving Sublimit” shall mean an amount designated in an Alternate Currency or Alternate Currencies, the Dollar Equivalent of which is $25,000,000 in the aggregate.

“Foreign Subsidiary” shall mean any Subsidiary of Holdings that is not a Domestic Subsidiary.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, with respect to each Issuing Lender, such Defaulting Lender’s pro rata share of the outstanding Obligations with respect to Letters of Credit issued by such Issuing Lender other than such Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Funded Debt” shall mean, with respect to any Person, all Indebtedness of such Person that matures more than one (1) year from the date of its creation or matures within one (1) year from such date but is renewable or extendible, at the option of such Person, to a date more than one (1) year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one (1) year from such date, including all current maturities and current sinking fund payments in respect of such Indebtedness whether or not required to be paid within one (1) year from the date of its creation and, in the case of the Borrower, Indebtedness in respect of the Loans.

“Funding Obligations” shall have the meaning set forth in the definition of “Lender Default.”

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“GAAP” shall mean generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Approval” shall mean any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Group Member” shall mean U.S. Holdings, LuxCo 3 and each of their Restricted Subsidiaries (including in the case of the U.S. Holdings, for the avoidance of doubt, the Borrower).

“Guarantee” shall have the meaning set forth in Section 10.2.

“Guarantee Obligation” shall mean, as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guaranteed Obligations” shall have the meaning set forth in Section 10.1.

“Guarantor Joinder Agreement” shall mean an agreement substantially in the form of Exhibit D.

“Guarantors” shall mean, collectively, Holdings, U.S. Holdings and the Subsidiary Guarantors, it being understood that any Person that guarantees the Senior Notes shall be a Guarantor.

“Highest Adjustable Applicable Margins” shall have the meaning set forth in the definition of “Applicable Margin.”

“Holdings” shall have the meaning set forth in the preamble hereto.

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“Immaterial Subsidiary” shall mean, collectively, each Immaterial Domestic Subsidiary and each Immaterial Foreign Subsidiary.

“Immaterial Domestic Subsidiary” shall mean each Restricted Subsidiary (excluding Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) that is a Domestic Subsidiary which, (i) as of the most recent fiscal quarter of Holdings, for the Test Period then ended, for which financial statements have been delivered pursuant to Section 8.1, contributed less than 5.0% of Consolidated EBITDA for such Test Period and (ii) which had assets with a book value of less than 5.0% of Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated EBITDA or Total Assets attributable to all Restricted Subsidiaries that are designated as Immaterial Subsidiaries (excluding, for the avoidance of doubt, Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) exceeds 7.5% of Consolidated EBITDA of Holdings and all Restricted Subsidiaries for any such Test Period or 7.5% of Total Assets of Holdings and all Restricted Subsidiaries as of the end of any such fiscal quarter, Holdings (or, in the event Holdings has failed to do so within twenty (20) Business Days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries that are Restricted Subsidiaries as a “Material Subsidiary” of Holdings to eliminate such excess, and such Restricted Subsidiaries so designated shall no longer constitute Immaterial Subsidiaries under this Agreement.

“Immaterial Foreign Subsidiary” shall mean each Restricted Subsidiary that is a Foreign Subsidiary (excluding Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) which, as of the most recent fiscal quarter of Holdings, for the Test Period then ended, for which financial statements have been delivered pursuant to Section 8.1 contributed less than 10.0% of consolidated revenues for such Test Period; provided that, if at any time the aggregate amount of revenues attributable to all Restricted Subsidiaries that are Immaterial Foreign Subsidiaries (excluding, for the avoidance of doubt, Non-Guarantor Subsidiaries pursuant to clauses (i), (iii), (iv), (v), (vi) and (vii) of the definition thereof) exceeds 10.0% of consolidated revenues of Holdings and all Restricted Subsidiaries for any such Test Period, Holdings (or, in the event Holdings has failed to do so within twenty (20) Business Days, the Administrative Agent) shall designate sufficient Foreign Subsidiaries that are Restricted Subsidiaries a “Material Subsidiary” of Holdings to eliminate such excess, and such Restricted Subsidiaries so designated shall no longer constitute Immaterial Subsidiaries under this Agreement.

“Incremental Amendment” shall have the meaning set forth in Section 2.15(e).

“Incremental Facility” shall mean (i) each Incremental Term Loan Commitment and Incremental Term Loan and (ii) each Incremental Revolving Loan and Incremental Revolving Loan Commitment.

“Incremental Revolving Lender” shall have the meaning set forth in Section 2.15(a).

“Incremental Revolving Loan Commitments” shall have the meaning set forth in Section 2.15(a).

“Incremental Revolving Loan Maturity Date” shall mean the date on which an Incremental Revolving Loan matures or related Incremental Revolving Loan Commitment expires as set forth on the Incremental Amendment relating to such Incremental Revolving Loan Commitment.

“Incremental Revolving Loans” shall have the meaning set forth in Section 2.15(a).

“Incremental Term Lender” shall have the meaning set forth in Section 2.15(a).

“Incremental Term Loan Commitments” shall have the meaning set forth in Section 2.15(a).

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“Incremental Term Loan Maturity Date” shall mean the date on which an Incremental Term Loan matures as set forth on the Incremental Amendment relating to such Incremental Term Loan.

“Incremental Term Loans” shall have the meaning set forth in Section 2.15(a).

“Indebtedness” shall mean, with respect to any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person, for the deferred purchase price of property or services (other than trade payables, accrued income taxes, VAT, deferred taxes, sales taxes, equity taxes, accrued liabilities incurred in the ordinary course of such Person’s business, but including earn-outs (to the extent such obligation appears in the “liabilities” section of Holdings’ balance sheet in accordance with GAAP) and any sums for which such Person is obligated pursuant to noncompetition arrangements entered into in connection with any acquisition (including Permitted Acquisitions)), (x) which purchase price is, in each case, (i) due more than six months from the date of incurrence of the obligation in respect thereof or (ii) evidenced by a note or similar written instrument and (y) with respect to acquisitions of property consummated prior to the Closing Date or otherwise permitted under this Agreement, net of cash and Cash Equivalents to the extent restricted in favor of the purchase price thereof (including any portion thereof attributable to earn-outs) through the deposit of such cash or Cash Equivalents in a customary escrow or trust account, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations and all Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above, (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, but only to the extent of the fair market value of such property subject to such Lien and (i) all net obligations of such Person in respect of Swap Agreements. For the avoidance of doubt, “Indebtedness” shall not include obligations or liabilities of any Person in respect of (i) any of its Qualified Equity Interests or (ii) the obligations of any Person to pay rent or other amounts under any lease (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing on the Closing Date.

“Indemnified Person” shall have the meaning set forth in Section 13.1.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes and Other Taxes.

“Initial Joint Lead Arrangers” shall mean, collectively, the financial institutions listed on the cover page hereof as the Joint Lead Arrangers for the Closing Date.

“Initial Revolving Loan” shall have the meaning set forth in Section 2.1(b).

“Initial Revolving Loan Commitment” shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “Revolving Loan Commitment,” as same may be increased or reduced pursuant to the terms and conditions hereof.

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“Initial Term Loan” shall have the meaning set forth in Section 2.1(a)mean the term loans made by the Lenders on the Closing Date to the Borrower.

“Initial Term Loan Commitment” shall mean, for each Lender, (i) the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “Term Loan Commitment.”

“Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent” shall mean pertaining to a condition of Insolvency.

“Intellectual Property” shall mean all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws, including copyrights, trademarks, in either case whether registered or applied for with a Governmental Authority, patents, technology, know-how and processes, trade secrets, and licenses to copyrights, patents, trademarks, technology, trade secrets or know-how or combinations of any of the foregoing, mask works fixed in semi-conductor chip products (as defined under 17 U.S.C. 901 of the U.S. Copyright Act) internet domain names, intangible rights in software and databases not otherwise included in the foregoing, all rights to past, present or future proceeds and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intellectual Property Security Agreement” means any patent, trademark or copyright security agreement (in form and substance reasonably acceptable to the Administrative Agent) that the Loan Parties shall enter into with the Administrative Agent for the benefit of the Secured Parties.

“Intercreditor Agreement” shall mean any intercreditor agreement executed in connection with any transaction requiring such agreement to be executed pursuant to the terms hereof, among the Administrative Agent, the Borrower, the Guarantors and one or more Senior Representatives of Indebtedness or any other party, as the case may be, substantially on terms set forth on Exhibit C (except to the extent otherwise reasonably agreed by the Borrower and the Required Lenders, which changes will be deemed approved by each Lender who has not objected within five (5) Business Days following the posting thereof by the Administrative Agent to the Lenders), as amended, restated, supplemented or otherwise modified from time to time with the consent of the Administrative Agent (or replaced in connection with a Permitted Refinancing or incurrence of Indebtedness under Section 9.2) (such consent not to be unreasonably withheld or delayed).

“Interest Determination Date” shall mean, with respect to any Fixed Rate Loan, the second Business Day prior to the commencement of any Interest Period relating to such Fixed Rate Loan, as the case may be.

“Interest Period” shall have the meaning set forth in Section 2.10.

“Interest Rate Protection Agreement” shall mean any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

“Intra-Group Liabilities” shall have the meaning set forth in Section 10.10(b).

“Investments” shall have the meaning set forth in Section 9.7.

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“Investors” shall mean the Sponsors, the Management Stockholders and each other Person that is an investor in Holdings or a direct or indirect parent of Holdings on the Closing Date.

“IRS” shall mean the U.S. Internal Revenue Service.

“Issuing Lender” shall mean Barclays Bank PLC (except as otherwise provided in Section 12.9) and any other Lender reasonably acceptable to the Borrower and the Administrative Agent which agrees to issue Letters of Credit hereunder. Any Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by one or more Affiliates of such Issuing Lender (and such Affiliate shall be deemed to be an “Issuing Lender” for all purposes of the Loan Documents).

“Joint Lead Arrangers” shall mean, collectively, the Initial Joint Lead Arrangers listed on the cover page hereofand the Amendment No. 1 Lead Arranger.

“Judgment Currency” shall have the meaning set forth in Section 13.19(a).

“Judgment Currency Conversion Date” shall have the meaning set forth in Section 13.19(a).

“Junior Financing” shall have the meaning set forth in Section 9.8.

“Latest Maturity Date” shall mean, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Term Loans or Incremental Revolving Loans.

“L/C Obligations” shall mean, at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.

“L/C Participants” shall mean all the Revolving Lenders other than the Issuing Lender.

“Leaseholds” shall mean, with respect to any Person, all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“Lender” shall mean each financial institution listed on Schedule I, each Term B-1 Lender and each Term B-2 Lender, and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption or an Incremental Amendment, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.

“Lender Default” shall mean with respect to any Lender, (i) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to fund any portion of the Revolving Loans or reimbursement obligations required to be made by such Lender under the Revolving Facility, participations in L/C Obligations or participations in Swingline Loans (collectively, its “Funding Obligations”) required to be made by it under the Revolving Facility, which refusal or failure is not cured within two (2) Business Days after the date of such refusal or failure, (ii) the failure of any Lender to pay over to the Administrative Agent, any Issuing Lender or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, (iii) such Lender has notified the Borrower or the Administrative Agent that it does not intend to comply with its Funding Obligations or has made a public statement to that effect with respect to its Funding Obligations under the Revolving Facility or generally under other agreements in which it commits to extend credit, (iv) such Lender has failed, within three (3) Business Days after request by the Administrative Agent, to confirm that it will comply

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with its Funding Obligations under the Revolving Facility or (v) such Lender has admitted in writing that it is insolvent or such Lender becomes subject to a Lender-Related Distress Event; provided that, for purposes of (and only for purposes of) Section 2.1(c), Section 3.3(b) and any documentation entered into pursuant to the Back-Stop Arrangements (and the term “Defaulting Lender” as used therein), the term “Lender Default” shall also include, as to any Lender, (i) after the date of this Agreement, any Affiliate of such Lender that has “control” (within the meaning provided in the definition of “Affiliate”) of such Lender having been deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, (ii) any previously cured “Lender Default” of such Lender under this Agreement, unless such Lender Default has ceased to exist for a period of at least ninety (90) consecutive days, (iii) any default by such Lender with respect to its obligations under any other credit facility to which it is a party and which the Swingline Lender, any Issuing Lender or the Administrative Agent reasonably believes in good faith has occurred and is continuing, and (iv) the failure of such Lender to make available its portion of any Borrowing (including any Mandatory Borrowing) or to fund its portion of any unreimbursed payment with respect to a Letter of Credit pursuant to Section 3.4(c) within one (1) Business Day of the date (x) the Administrative Agent (in its capacity as a Lender) or (y) Lenders constituting the Required Revolving Lenders has or have, as applicable, funded its or their portion thereof.

“Lender-Related Distress Event” shall mean, with respect to any Lender or any person that directly or indirectly controls such Lender (each, a “Distressed Person”), as the case may be, a voluntary or involuntary case with respect to such Distressed Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any equity interests in any Lender or any Person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.

“Letter of Credit” shall have the meaning set forth in Section 3.1(a).

“Letter of Credit Back-Stop Arrangements” shall have the meaning set forth in Section 3.3(b).

“Letter of Credit Fee” shall have the meaning set forth in Section 4.1(b).

“Letter of Credit Outstandings” shall mean, at any time, the sum of (i) the Stated Amount of all outstanding Letters of Credit at such time (taking the Dollar Equivalent of any such Letter of Credit denominated in an Alternate Currency) and (ii) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit at such time (taking the Dollar Equivalent of any such Letter of Credit denominated in an Alternate Currency).

“Letter of Credit Request” shall have the meaning set forth in Section 3.3(a).

“Leverage Ratios” shall have the meaning set forth in Section 1.3.

“LIBOR Loan” shall mean each Dollar Denominated Loan (other than a Swingline Loan) designated as such by the Borrower at the time of the incurrence thereof or conversion thereto.

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“LIBOR Rate” shall mean (a) the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two (2) Business Days prior to the commencement of such Interest Period by reference to the Reuters Screen LIBOR01 for deposits in Dollars (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) for a period equal to such Interest Period; provided that to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBOR Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period, divided by (b) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided that, solely in the case of Initial Term B-1 Loans, the LIBOR Rate shall not be less than 1.25% per annum, and solely in the case of Term B-2 Loans, the LIBOR Rate shall not be less than 1.00% per annum.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), security interest, preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

“Loan” shall mean any loan made or maintained by any Lender pursuant to this Agreement.

“Loan Documents” shall mean this Agreement, the Security Agreement and, after the execution and delivery thereof pursuant to the terms of this Agreement, each Note, each other Security Document, each Incremental Amendment and, each Refinancing Amendment and any amendments or joinders to this Agreement.

“Loan Modification Agreement” shall have the meaning set forth in Section 2.16(b).

“Loan Modification Offer” shall have the meaning set forth in Section 2.16(a).

“Loan Parties” shall mean Holdings, U.S. Holdings, the Borrower and each Subsidiary Guarantor.

“LuxCo 3” shall mean Ancelux 3 S.àr.l., a société à responsabilité limitée incorporated and existing under the laws of Luxembourg having its registered office at 282 route de Longwy, L-1940 Luxembourg, and not yet registered with the register of commerce and companies of Luxembourg, under the number B 174275 and having a share capital of $USD 22,000.

“Luxembourg” shall mean the Grand Duchy of Luxembourg.

“Management Agreement” shall mean that certain Management Agreement, dated as of the Closing Date, by and among the Borrower, Permira IV Limited, Permira Advisers LLC and Applegate & Collatos, Inc., as amended in accordance with Section 9.9; provided that such amendments are not materially disadvantageous to the Lenders.

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“Management Stockholders” shall mean the members of management of Holdings, Holdings’ direct or indirect parent or its Subsidiaries and their Control Investment Affiliates who are holders of Capital Stock of Holdings or a direct or indirect parent of Holdings on the Closing Date or will become holders of such Capital Stock in connection with the Transactions.

“Mandatory Borrowing” shall have the meaning set forth in Section 2.1(d).

“Mandatory Costs” shall mean (a) in respect of Alternate Currency Loans denominated in Euros, the cost imputed to each Lender of compliance with any reserve asset requirements of the European Central Bank and (b) in respect of Alternate Currency Loans denominated in Pounds Sterling, the cost imputed to each Lender of compliance with the cash ratios and special deposit requirements of the Bank of England and/or the banking supervision or other costs imposed by the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions), as determined in accordance with Schedule 1.1(a).

“Mandatory Prepayment Date” shall have the meaning set forth in Section 5.2(e).

“Margin Stock” shall have the meaning set forth in Regulation U of the Board.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, assets, operations or financial condition of the Group Members taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their obligations under the Loan Documents or (c) the rights and remedies available to, or conferred upon, the Administrative Agent, any Lender or any Secured Party hereunder or thereunder.

“Material Subsidiary” shall mean each Restricted Subsidiary, other than an Immaterial Subsidiary.

“Materials of Environmental Concern” shall mean any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, any petroleum or petroleum products, asbestos, polychlorinated biphenyls, lead or lead-based paints or materials, radon, urea-formaldehyde insulation, molds fungi, mycotoxins, and radioactivity, or radiofrequency radiation defined or regulated as hazardous or toxic under any Environmental Law.

“Maturity Date” shall mean, with respect to the relevant Tranche of Loans, the Term B-1 Loan Maturity Date, the Term B-2 Loan Maturity Date, the Revolving Loan Maturity Date, the Swingline Expiry Date, the Incremental Term Loan Maturity Date, the Incremental Revolving Loan Maturity Date or the final stated maturity date of any Other Term Loan or Other Revolving Loan as set forth in the applicable Refinancing Amendment, as the case may be.

“Maximum Incremental Facilities Amount” shall mean, at any date of determination, the sum of (a)(i) $150,000,000 minus (ii) the sum of (A) the aggregate principal amount of Incremental Term Loans or Incremental Revolving Loan Commitments made pursuant to Section 2.15(a) prior to such date and (B) the aggregate principal amount of Indebtedness issued or incurred pursuant to Section 9.2(e) prior to such date; provided that the maximum amount deducted pursuant to this clause (a)(ii) shall not exceed $150,000,000, plus (b) an additional amount if, after giving effect to the incurrence of such additional amount (assuming any Incremental Revolving Loan Commitments are fully borrowed and outstanding throughout the relevant period), the Total Net Secured Leverage Ratio shall be less than or equal to 3.504.00:1.00, determined on a Pro Forma Basis as of the most recently completed Test Period for which financial statements and certificates required by Section 8.1(a) or (b), as the case may be, have been delivered; provided that the Net Cash Proceeds actually received (or contemplated to be received) in respect of any such Incremental Facility shall not be included as cash or Cash Equivalents for purposes of determining the Total Net Secured Leverage Ratio as used in this definition.

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“Maximum Rate” shall have the meaning set forth in Section 13.18.

“Maximum Ratio Indebtedness Amount” shall mean, at any date of determination, the sum of (a)(i) $150,000,000 minus (ii) (A) the aggregate principal amount of Incremental Term Loans or Revolving Loan Commitment Increases made pursuant to Section 2.15(a) prior to such date and (B) the aggregate principal amount of Indebtedness issued or incurred pursuant to Section 9.2(e) prior to such date; provided that the maximum amount deducted pursuant to this clause (a)(ii) shall not exceed $150,000,000, plus (b) an additional amount if, after giving effect to the incurrence of such additional amount (assuming any revolving Indebtedness is fully borrowed and outstanding throughout the relevant period), (A) the Total Net Leverage Ratio shall be less than or equal to 5.50:1.00 and (B) in respect of Indebtedness secured by the Collateral securing the Facilities, the Total Net Secured Leverage Ratio shall be less than or equal to 4.00:1.00, in each case determined on a Pro Forma Basis as of the most recently completed Test Period for which financial statements and certificates required by Section 8.1(a) or (b), as the case may be, have been delivered; provided that the Net Cash Proceeds actually received (or contemplated to be received) in respect of any Indebtedness incurred pursuant to Section 9.2(e) shall not be included as cash or Cash Equivalents for purposes of determining the Total Net Leverage Ratio and Total Net Secured Leverage Ratio as used in this definition.

“Maximum Swingline Amount” shall mean $12,500,000.

“Merger Agreement” shall have the meaning set forth in the recitals hereto.

“Merger Agreement Representations” shall mean the representations and warranties relating to the Borrower, its Restricted Subsidiaries and their respective businesses made by the Borrower in the Merger Agreement that are material to the interests of the Lenders (but only to the extent that U.S. Holdings has the right to terminate its obligations, or decline to consummate the Acquisition, under the Merger Agreement as a result of a breach of such representations and warranties in the Merger Agreement).

“Merger Sub” shall have the meaning set forth in the recitals hereto.

“Minimum Borrowing Amount” shall mean (i) for Revolving Loans, (a) $500,000 for Base Rate Loans and (b) $1,000,000 for Fixed Rate Loans, and (ii) for Swingline Loans, $100,000, and in each case, for Revolving Loans and Swingline Loans denominated in an Alternate Currency, the Dollar Equivalent thereof.

“Minimum Extension Condition” shall have the meaning set forth in Section 2.16(c).

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean a mortgage, leasehold mortgage, deed of trust, leasehold deed of trust, deed to secure debt, leasehold deed to secure debt, debenture or similar security instrument, creating and evidencing a Lien on a Mortgaged Property, in form and substance reasonably satisfactory to the Collateral Agent, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Mortgaged Property” shall mean each Real Property identified on Schedule 6.19(b) as having a fair market value in excess of $5,000,000, and each Real Property otherwise required to be encumbered by a Mortgage pursuant to the terms hereof.

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“Multiemployer Plan” shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or to which there is or may be an obligation to contribute of) Holdings, the Borrower, a Subsidiary of the Borrower or any Commonly Controlled Entity, and each such plan for the five year period immediately following the latest date on which Holdings, the Borrower, a Subsidiary of the Borrower or a Commonly Controlled Entity contributed to or had an obligation to contribute to such plan.

“NAIC” shall mean the National Association of Insurance Commissioners.

“Net Cash Proceeds” shall mean (a) in connection with any Asset Sale, any Recovery Event or any other sale of assets, the proceeds thereof actually received in the form of cash and cash equivalents (including Cash Equivalents) (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of (i) attorneys’ fees, accountants’ fees, investment banking fees, and other bona fide fees, costs and expenses actually incurred in connection therewith, (ii) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event or any other sale of assets (other than any Lien pursuant to a Security Document), (iii) taxes paid and the Borrower’s reasonable and good faith estimate of income, franchise, sales, and other applicable taxes required to be paid by Holdings or the Group Members in connection with such Asset Sale or Recovery Event or any other sale of assets, (iv) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to the seller’s indemnities and representations and warranties to the purchaser in respect of such Asset Sale or any other sale of assets owing by Holdings or any Restricted Subsidiary in connection therewith and which are reasonably expected to be required to be paid; provided that to the extent such indemnification payments are not made and are no longer reserved for, such reserve amount shall constitute Net Cash Proceeds, (v) cash escrows to Holdings or any Restricted Subsidiary from the sale price for such Asset Sale or other sale of assets; provided that any cash released from such escrow shall constitute Net Cash Proceeds upon such release, (vi) in the case of a Recovery Event, costs of preparing assets for transfer upon a taking or condemnation and (vii) other customary fees and expenses actually incurred in connection therewith, and (b) in connection with any incurrence or issuance of Indebtedness, the cash proceeds received from any such issuance or incurrence, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other bona fide fees and expenses actually incurred in connection therewith.

“New Revolving Loan Commitments” shall have the meaning set forth in Section 2.15(a).

“New Term B-2 Lender” shall mean each Person that has a New Term B-2 Loan Commitment to make a New Term B-2 Loan on the Amendment No. 1 Effective Date and identified on Schedule 1 of the New Term Loan Joinder Agreement.

“New Term B-2 Loan Commitment” shall mean, with respect to each New Term B-2 Lender, the commitment of such New Term B-2 Lender to make New Term B-2 Loans on the Amendment No. 1 Effective Date, in an amount in Schedule 1 of the New Term Loan Joinder Agreement directly below the column entitled “New Term B-2 Loan Commitment.”

“New Term Loan Joinder Agreement” shall mean the Joinder Agreement, dated the Amendment No. 1 Effective Date, among the Borrower, the Administrative Agent and the New Term B-2 Lenders.

“New York UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

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“Non-Bank Certificate” shall have the meaning set forth in Section 5.5(b).

“Non-Defaulting Lender”, “Non-Defaulting Revolving Lender”, “Non-Defaulting Term Lender” shall mean and include each Lender, Term Lender, Revolving Lender, as the case may be, other than a Defaulting Lender.

“Non-Guarantor Subsidiary” shall mean (i) any Subsidiary of Holdings that is not a Wholly Owned Subsidiary; provided that any such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time such Subsidiary becomes a Wholly Owned Subsidiary, (ii) any Subsidiary of the Holdings that is an Immaterial Subsidiary; provided that any such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time such Subsidiary is no longer an Immaterial Subsidiary, (iii) any Subsidiary of Holdings that is a captive insurance company, not-for-profit Subsidiary or special purpose entity; provided that any such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time such Subsidiary is no longer a captive insurance company, not-for-profit Subsidiary or special purpose entity, (iv) any Restricted Subsidiary of Holdings designated as an Unrestricted Subsidiary after the Closing Date in accordance with, and pursuant to, Section 8.11; provided that any such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time such Subsidiary becomes a Restricted Subsidiary of Holdings, (v) any Subsidiary of Holdings that is prohibited by applicable law (including financial assistance, corporate benefit, fraudulent conveyance, preference, capitalization or other similar laws and regulations), regulation or contractual provision from Guaranteeing the Obligations; provided that any such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time any such prohibition ceases to exist or apply, (vi) any Subsidiary of Holdings the Guaranteeing of the Obligations by which would result in material adverse tax consequences or adverse accounting consequences to Holdings and its Restricted Subsidiaries as reasonably determined in good faith by the Borrower; provided that such Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary at the time any such material adverse tax consequences or adverse accounting consequences cease to exist or apply and (vii) any Subsidiary of Holdings the Guaranteeing of the Obligations by which would result in costs that are excessive in relation to the value afforded by such Guarantee (as reasonably determined by Holdings and the Administrative Agent); provided that notwithstanding the foregoing clauses (i) through (vii), Holdings may in its sole discretion designate any Non-Guarantor Subsidiary as a Subsidiary Guarantor.

“Non-U.S. Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States by Holdings, U.S. Holdings, the Borrower or one or more Subsidiaries primarily for the benefit of employees of Holdings, U.S. Holdings, the Borrower or such Subsidiaries residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Note” shall mean each Term B-1 Note and, Term B-2 Note, Revolving Note and the Swingline Note.

“Notice of Borrowing” shall have the meaning set forth in Section 2.3(a).

“Notice of Conversion/Continuation” shall have the meaning set forth in Section 2.7.

“Notice of Intent to Cure” shall mean a certificate of an Authorized Officer of Holdings delivered to the Administrative Agent, with respect to any fiscal quarter for which a cure right will be exercised, which certificate shall contain a computation of the applicable Event of Default and notice of intent to cure such Event of Default in accordance with Section 11.3(a).

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“Notice Office” shall mean the office of the Administrative Agent located at Barclays Bank PLC, Bank Debt Management Group, 745 Seventh Avenue, New York, NY 10019, Attention: Ancestry.com Portfolio Manager: Noam Azachi / Greg Fishbein, Telephone No.: 212-526-1957 / 212-526-3441, or such other office or person as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“Obligation Currency” shall have the meaning set forth in Section 13.19(a).

“Obligations” shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans or the maturity of Cash Management Obligations or Specified Swap Agreements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, examinership or like proceeding, relating to the Borrower or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, and all other obligations and liabilities of the Borrower or any other Loan Party (including with respect to guarantees) to the Administrative Agent, any Lender, any other Secured Party or any party to a Specified Swap Agreement or a party providing Cash Management Obligations, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or any other Loan Document or any other document made, delivered or given in connection herewith or therewith or any Specified Swap Agreement or any document relating to Cash Management Obligations, whether on account of principal, interest, reimbursement obligations, fees (including fees accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization, examinership or like proceeding, relating to the Borrower or any Guarantor, whether or not allowed in such proceeding), indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower or any Guarantor pursuant to any Loan Document), guarantee obligations or otherwise.

“OECD Country” shall have the meaning set forth in the definition of “Cash Equivalents.”

“OFAC” shall have the meaning set forth in Section 6.21(b).

“Offer Price” shall have the meaning set forth in the definition of “Dutch Auction.”

“Original Credit Agreement” shall have the meaning set forth in the recitals hereto.

“Organizational Document” shall mean (i) relative to each Person that is a corporation, its charter and its by-laws (or similar documents), (ii) relative to each Person that is a limited liability company, its certificate of formation and its operating agreement, or its articles of association (or similar documents), (iii) relative to each Person that is a limited partnership, its certificate of formation and its limited partnership agreement (or similar documents), (iv) relative to each Person that is a general partnership, its partnership agreement (or similar document) and (v) relative to any Person that is any other type of entity, such documents as shall be comparable to the foregoing.

“Other Applicable Indebtedness” shall have the meaning set forth in Section 5.2(c).

“Other Revolving Commitments” shall mean one or more Classes of revolving credit commitments hereunder or extended Revolving Loan Commitments hereunder that result from a Refinancing Amendment.

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“Other Revolving Loans” shall mean the Revolving Loans made pursuant to any Other Revolving Commitment.

“Other Taxes” shall mean all present or future stamp, court, documentary, excise, property intangible, recording, filing or similar Taxes that arise from any payment made under, the execution, delivery, performance, enforcement or registration of, the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except for any such Taxes that arise as a result of an assignment pursuant to Section 13.4 (other than an assignment at the request of the Borrower) (“Assignment Taxes”) to the extent that such Assignment Taxes are imposed as a result of a connection between the assignor and/or assignee on the one hand and the relevant taxing jurisdiction on the other hand (other than a connection arising solely from any Loan Documents or any transactions contemplated thereunder).

“Other Term Commitments” shall mean one or more Classes of term loan commitments hereunder that result from a Refinancing Amendment.

“Other Term Loans” shall mean one or more Classes of Term Loans that result from a Refinancing Amendment.

“Parallel Debt” shall have the meaning set forth in Section 12.11(a).

“Participant” shall have the meaning set forth in Section 3.4(a) or 13.4(b), as the context may require.

“Participant Register” shall have the meaning set forth in Section 13.4(b).

“Participating Member State” shall mean each state as described in any EMU Legislation.

“Patriot Act” shall mean the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time.

“Payment Office” shall mean the office of the Administrative Agent located Barclays Bank PLC, Loan Operations, 1301 Avenue of the Americas, New York, NY 10019, Attention: Agency Services – Ancestry.com Joseph Squeri, Telephone No.: 212-320-6297, or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Perfection Certificate” shall mean a certificate in the form of Exhibit P or any other form approved by the Administrative Agent, as the same shall be supplemented from time to time.

“Permira” shall mean, collectively, funds advised by Permira Advisers LLC.

“Permitted Acquisition” shall have the meaning set forth in Section 9.7(g).

“Permitted Amendment” shall mean an amendment to this Agreement and the other Loan Documents, effected in connection with a Loan Modification Offer pursuant to Section 2.16, providing for an extension of the Maturity Date applicable to the Loans and/or Commitments of the Accepting Lenders and, in connection therewith, (a) a decrease or increase in the Applicable Margin with respect to the Loans and/or Commitments of the Accepting Lenders and/or (b) a decrease or increase in the fees payable to, or the inclusion of new fees to be payable to, the Accepting Lenders.

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“Permitted Auction Purchaser” shall mean Holdings, the Borrower or any of their respective Subsidiaries.

“Permitted Genealogical Data Acquisitions” shall mean Investments consisting of the acquisition by any Group Member or any of their Restricted Subsidiaries of genealogical, historical and/or DNA data or any acquisition by any Group Member or any of their Subsidiaries of the Equity Interests of another Person for which the primary purpose of consummating such acquisition is to obtain genealogical, historical and/or DNA data; provided that (i) no Default or Event of Default shall have occurred or be continuing or would result from such acquisition, (ii) the property acquired (or the property of the Person acquired) in such acquisition is used or useful in the same or a related line of business as the Group Members and their Subsidiaries were engaged in on the Closing Date (or any reasonable extensions or expansions thereof), (iii) the Administrative Agent shall have received all items in respect of the Equity Interests or property acquired in such acquisition required to be delivered pursuant to Section 8.8 in the time periods set forth therein, (iv) in the case of an acquisition of the Equity Interests of another Person where the approval of the board of directors (or other comparable governing body) of such other Person is necessary, such board of directors (or such other comparable governing body) of such other Person shall have duly approved such acquisition and (v) if such acquisition involves the purchase of Equity Interests in a partnership between a Group Member (or any Subsidiary of a Group Member) as a general partner and entities unaffiliated with such Group Member (or such Subsidiary of such Group Member) as the other partners, such transaction shall be effected by having the Equity Interests acquired by a corporate holding company directly or indirectly wholly owned by the Group Member (or such Subsidiary of the Group Member) newly formed for the sole purpose of effecting such transaction.

“Permitted Refinancing” shall mean, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except (i) by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and (ii) by an amount equal to any existing commitments unutilized thereunder, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (excluding the effects of nominal amortization in the amount of no greater than one percent per annum), (c) at the time thereof, no Event of Default shall have occurred and be continuing, and (d) (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) to the extent Liens securing such Indebtedness being modified, refinanced, refunded, renewed or extended are subordinated to Liens securing the Obligations, the Liens, if any, securing such modification, refinancing, refunding, renewal or extension are subordinated to the Liens securing the Obligations pursuant to an Intercreditor Agreement (and an Intercreditor Agreement may be amended in a manner reasonably acceptable to the Administrative Agent to provide for such Liens to be subordinated to the Liens securing the Obligations on a basis consistent with the Intercreditor Agreement prior to such modification, refinancing, refunding, renewal or extension), (iii) Indebtedness of a Subsidiary that is not a

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Guarantor shall not refinance Indebtedness of the Borrower or a Guarantor, (iv) Indebtedness of the Borrower or a Guarantor shall not refinance Indebtedness of a Subsidiary that is not a Guarantor and (v) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions and financial covenants) are either (a) substantially identical to the Indebtedness being refinanced, (b) (taken as a whole) not materially more favorable to the providers of such Permitted Refinancing than those applicable to the Indebtedness being refinanced or (c) on market terms for Indebtedness of the type being incurred pursuant to such Permitted Refinancing at the time of incurrence, except in each case for covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date; provided that in respect of this clause (v), if such Indebtedness contains financial covenants (which shall only be to the extent the result of prevailing market conditions), such financial covenants (and related definitions) will either be identical to or less restrictive than those with respect to the Facilities; provided further that in respect of this clause (v), a certificate of an Authorized Officer of Holdings or the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings or the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (v) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies Holdings or the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)).

“Person” shall mean any individual, partnership, joint venture, firm, corporation, association, limited liability company, trust or other enterprise or any Governmental Authority.

“Plan” shall mean, at a particular time, an “employee benefit plan” as defined in Section 3 of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform” shall have the meaning set forth in Section 8.2(a).

“Pounds Sterling” and “£” shall mean freely transferable lawful money of the United Kingdom (expressed in Pounds Sterling).

“Pounds Sterling Sublimit” shall mean an amount designated in Pounds Sterling, the Dollar Equivalent of which is $25,000,000.

“Prepayment Fees” shall have the meaning set forth in Section 5.1(b).

“Prime Lending Rate” shall mean the rate that the Administrative Agent announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by the Administrative Agent, which may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate.

“Private Lender Information” shall mean any information and documentation that is not Public Lender Information.

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“Pro Forma Basis” shall mean, for the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), (i) if at any time during such Reference Period Holdings or any Restricted Subsidiary shall have made any Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period Holdings or any Restricted Subsidiary shall have made an acquisition of assets constituting at least a division of a business unit of, or all or substantially all of the assets of, any Person, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such acquisition of assets constituting at least a division of a business unit of, or all or substantially all of the assets of, any Person, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such acquisition of assets constituting at least a division of a business unit of, or all or substantially all of the assets of, any Person, occurred on the first day of such Reference Period (including, in each such case, pro forma adjustments (x) arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges and (y) such other pro forma adjustments relating to a specific transaction or event and reflective of actual or reasonably anticipated synergies and cost savings expected to be realized or achieved in the twelve (12) months following such transaction or event, which pro forma adjustments shall be certified by the chief financial officer, treasurer, controller or comptroller of the Borrower); provided that any pro forma adjustments pursuant to clause (ii)(x) and (ii)(y) of this definition shall, together with the add-backs made in the aggregate pursuant to clauses (aa), (bb) and (cc) of the definition of “Consolidated EBITDA,” not exceed 15% of Consolidated EBITDA (before giving effect to all such adjustments) for such period. The term “Disposition” in this definition shall not include dispositions of inventory and other ordinary course dispositions of property.

“Pro Forma Financial Information” shall have the meaning set forth in Section 6.1(a).

“Projections” shall have the meaning set forth in Section 8.2(d).

“Properties” shall have the meaning set forth in Section 6.17(a).

“Proposed Modification” shall have the meaning set forth in Section 2.14.

“Public Lender Information” shall mean information and documentation that is either exclusively (i) of a type that would be publicly available if Holdings, any Group Member and their respective Subsidiaries were public reporting companies or (ii) not material with respect to Borrower, Holdings and their respective Subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws.

“Public Market” shall mean that (a) a Public Offering has been consummated and (b) at least 15% of the total issued and outstanding common equity of Holdings or Holdings’ immediate parent has been distributed by means of an effective registration statement under the Securities Act or sale pursuant to Rule 144 under the Securities Act.

“Public Offering” shall mean an initial underwritten public offering of common Capital Stock of Holdings or Holdings’ direct or indirect parent pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (other than a registration statement on Form S-8 or any successor form).

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“Purchase” shall have the meaning set forth in the definition of “Dutch Auction.”

“Purchase Notice” shall have the meaning set forth in the definition of “Dutch Auction.”

“Purchaser” shall have the meaning set forth in the definition of “Dutch Auction.”

“Qualified Counterparty” shall mean, with respect to any Specified Swap Agreement or agreement governing Cash Management Obligations, any counterparty thereto that, at the time such Specified Swap Agreement was entered into or such Cash Management Obligations were incurred or as of the Closing Date, was the Administrative Agent, a Joint Lead Arranger or a Lender or an Affiliate of the Administrative Agent, aan Initial Joint Lead Arranger or a Lender.

“Qualified Equity Interests” shall mean any Capital Stock that is not a Disqualified Equity Interest.

“Qualified Public Offering” shall mean a Public Offering that results in a Public Market.

“Qualifying Lenders” shall have the meaning set forth in the definition of “Dutch Auction.”

“Qualifying Loans” shall have the meaning set forth in the definition of “Dutch Auction.”

“Quarterly Payment Date” shall mean the last Business Day of each March, June, September and December occurring after the Closing Date.

“Quarterly Pricing Certificate” shall have the meaning set forth in the definition of “Applicable Margin.”

“Real Property” shall mean, with respect to any Person, all the right, title and interest of such Person in and to land, improvements and fixtures, including Leaseholds.

“Recovery Event” shall mean any settlement of or payment in excess of an amount equal to $5,000,000 in respect of any property or casualty insurance (excluding business interruption insurance) claim or any condemnation, eminent domain or similar proceeding relating to any asset of Holdings or any of its Restricted Subsidiaries.

“Reference Period” shall have the meaning set forth in the definition of Pro Forma Basis.

“Refinance” shall mean, in respect of any Indebtedness, to refinance, redeem, defease, refund, extend, renew or repay any Indebtedness with the proceeds of other Indebtedness, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part; “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinanced Credit Agreement Debt” shall have the meaning set forth in the definition of “Credit Agreement Refinancing Debt.”

“Refinanced Debt” shall have the meaning set forth in the definition of “Credit Agreement Refinancing Requirements.”

“Refinanced Term Loans” shall have the meaning set forth in Section 13.12(d).

“Refinancing Amendment” shall mean an amendment to this Agreement executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Debt being incurred pursuant thereto, in accordance with Section 2.17.2.18.

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“Refinancing Revolving Debt” shall mean any First Priority Refinancing Revolving Debt, Second Priority Refinancing Revolving Debt or Unsecured Refinancing Revolving Debt.

“Refinancing Term Debt” shall mean Indebtedness under any First Priority Refinancing Term Facility, Second Priority Refinancing Term Facility or Unsecured Refinancing Term Facility.

“Rejection Notice” shall have the meaning set forth in Section 5.2(e).

“Register” shall have the meaning set forth in Section 13.15.

“Registration Rights Agreement” shall mean the Registration Rights Agreement, dated as of the Closing Date, among the Borrower, the Guarantors and the initial purchasers for the Borrower’s offering of Senior Notes, pursuant to which the Borrower agrees to conduct a registered exchange offer of the Exchange Senior Notes for Senior Notes.

“Regulation D” shall mean Regulation D of the Board.

“Reorganization” shall mean, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Repatriation Limitation” shall have the meaning set forth in Section 5.2(f).

“Replaced Lender” shall have the meaning set forth in Section 2.14.

“Replacement Lender” shall have the meaning set forth in Section 2.14.

“Replacement Term Loans” shall have the meaning set forth in Section 13.12(d).

“Reply Amount” shall have the meaning set forth in the definition of “Dutch Auction.”

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA with respect to a Plan, other than those events as to which the thirty day notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.

“Repricing Transaction” shall mean, other than in the context of a transaction involving a Change of Control, the prepayment, refinancing, substitution or replacement of all or a portion of the Term Loans with the incurrence by Holdings, the Borrower or any Subsidiary of any debt financing having an effective interest cost or weighted average yield (the calculation of which shall give effect to, among other factors, consistent with generally accepted financial practices, margin, interest rate floors, upfront or similar fees or original issue discount shared with all providers of such financing, and shall exclude the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and any fluctuations in the LIBOR Rate) that is less than the effective interest cost or weighted average yield (calculated on the same basis) of such Term Loans, including, without limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, such Term Loans.

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“Required Facility Lenders” shall mean, at any time, (i) with respect to any Revolving Facility, the Required Revolving Lenders with respect to such Revolving Facility and (b) with respect to any Term Facility, the Required Term Lenders with respect to such Term Facility.

“Required Lenders” shall mean, at any time, Non-Defaulting Lenders holding at least a majority of the sum of (i) all outstanding Term Loans of Non-Defaulting Lenders, (ii) the Total Revolving Loan Commitments in effect at such time less the Revolving Loan Commitments of all Defaulting Lenders at such time (or, after the termination thereof, the sum of the total outstanding Revolving Loans of Non-Defaulting Lenders and the aggregate RL Percentages of all Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter of Credit Outstandings at such time); provided that, for purposes of this definition the outstanding principal amount of Alternate Currency Loans and the Alternate Currency Letter of Credit Outstandings at any time shall be determined using the Dollar Equivalent thereof at such time, and (iii) all outstanding Incremental Term Loans of Non-Defaulting Incremental Term Lenders.

“Required Revolving Lenders” shall mean, at any time with respect to any Class of Revolving Commitments and the Revolving Extensions of Credit thereunder, (i) prior to the termination of all such Revolving Loan Commitments, the holders of more than 50% of the Total Revolving Loan Commitments of Class and (ii) after the termination of such Revolving Loan Commitments, the holders of more than 50% of the Total Revolving Extensions of Credit in respect of such Revolving Facility, but excluding the amount of Revolving Loan Commitments and Revolving Extensions of Credit held by Defaulting Lenders; provided that for purposes of this definition the outstanding principal amount of Alternate Currency Loans and the Alternate Currency Letter of Credit Outstandings at any time shall be determined using the Dollar Equivalent thereof at such time.

“Required Term Lenders” shall mean, at any time with respect to any Class of Term Loans, Non-Defaulting Lenders having Term Loans and unused and outstanding Term Loan Commitments with respect to such Class representing more than 50% of the sum of all Term Loans outstanding and unused and outstanding Term Loan Commitments of such Class at such time, but excluding the amount of Term Loans and Term Loan Commitments held by Defaulting Lenders; provided that for purposes of this definition the outstanding principal amount of Alternate Currency Loans and the Alternate Currency Letter of Credit Outstandings at any time shall be determined using the Dollar Equivalent thereof at such time.

“Requirement of Law” shall mean, with respect to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Restricted” shall mean, when referring to cash or Cash Equivalents of Holdings and its Restricted Subsidiaries, that such cash or Cash Equivalents (i) appear (or would be required to appear) as “restricted” on the consolidated balance sheet of Holdings (unless such appearance is related to the Liens permitted hereunder other than consensual Liens which either are on assets that do not constitute Collateral or rank prior to the Liens in favor of the Secured Parties on the Collateral), (ii) are subject to any Lien in favor of any Person other than (x) the Collateral Agent for the benefit of the Secured Parties and (y) other Liens permitted hereunder other than consensual Liens which either are on assets which do not constitute Collateral or rank prior to the Liens in favor of the Secured Parties on the Collateral, or (iii) are not otherwise generally available for use by such Person.

“Restricted Affiliated Lender” shall mean any Affiliated Lender (other than an Affiliated Investment Fund).

“Restricted Payments” shall have the meaning set forth in Section 9.6.

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“Restricted Subsidiary” shall mean, (i) with respect to Holdings, any Subsidiary of Holdings (including the Borrower, U.S. Holdings and LuxCo 3), (ii) with respect to U.S. Holdings, any Subsidiary of U.S. Holdings (including the Borrower), (iii) with respect to LuxCo 3, any Subsidiary of LuxCo 3 and, (iv) with respect to the Borrower, any Subsidiary of the Borrower (in each case, other than any Unrestricted Subsidiary).

“Retained Excess Cash Flow Amount” shall mean, at any date of determination, an amount equal to (a) the sum of the amounts of Excess Cash Flow for all Excess Cash Flow Periods ending on or prior to the date of determination, minus (b) the sum at the time of determination of the aggregate amount of prepayments required to be made pursuant to Section 5.2(b) through the date of determination (whether or not such prepayments are accepted by the Lenders) (provided that in the case of any Excess Cash Flow Period in respect of which the amount of Excess Cash Flow shall have been calculated as contemplated by Section 8.2(c) but the prepayment required pursuant to Section 5.2(b) is not yet due and payable in accordance with the provisions of Section 5.2(b) as of the date of determination, the amount of prepayments that will be so required to be made in respect of such Excess Cash Flow shall be deemed to be made for purposes of this paragraph).

“Return Bid” shall have the meaning set forth in the definition of “Dutch Auction.”

“Revolving Excess” shall have the meaning set forth in Section 5.3.

“Revolving Extensions of Credit” shall mean, with respect to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s RL Percentage of the L/C Obligations then outstanding and (c) such Lender’s RL Percentage of the aggregate principal amount of Swingline Loans then outstanding.

“Revolving Facility” shall mean the Revolving Loan Commitments and the extensions of credit made thereunder, as the context may require.

“Revolving Lender” shall mean each Lender that has a Revolving Loan Commitment or that holds Revolving Loans.

“Revolving Loan” shall mean an Initial Revolving Loan, an Incremental Revolving Loan and an Other Revolving Loan, as the context requires.

“Revolving Loan Commitment” shall mean, for each Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth opposite such Lender’s name in Schedule I directly below the column entitled “Revolving Loan Commitment” or in the Assignment and Assumption, Incremental Amendment or Refinancing Amendment pursuant to which such Lender shall have assumed or established its Revolving Loan Commitment, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Revolving Loan Commitments as of the Closing Date is $50,000,000.

“Revolving Loan Commitment Increase” shall have the meaning set forth in Section 2.15(a).

“Revolving Loan Commitment Increase Lender” shall have the meaning set forth in Section 2.15(f).

“Revolving Loan Maturity Date” shall mean December 28, 2017.

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“Revolving Note” shall have the meaning set forth in Section 2.6(a).

“RL Percentage” shall mean, with respect to any Revolving Lender at any time, a fraction (expressed as a percentage) the numerator of which is the Revolving Loan Commitment of such Revolving Lender at such time and the denominator of which is the Total Revolving Loan Commitment at such time; provided that if the RL Percentage of any Revolving Lender is to be determined after the Total Revolving Loan Commitment has been terminated, then the RL Percentages of such Revolving Lender shall be determined immediately prior (and without giving effect) to such termination (but giving effect to assignments made thereafter in accordance with the terms hereof); provided further that the RL Percentages of the Revolving Lenders are subject to modification as and to the extent provided in Section 2.17.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.

“Sale Leaseback Transaction” shall mean any arrangement with any Person or Persons, whereby in contemporaneous or substantially contemporaneous transactions a Loan Party sells substantially all of its right, title and interest in any property and, in connection therewith, a Loan Party acquires, leases or licenses back the right to use all or a material portion of such property.

“SEC” shall mean the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“Second Priority Credit Agreement Refinancing Debt” shall mean any secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured term loans (each, a “Second Priority Refinancing Term Facility”) or one or more revolving credit facilities (each, a “Second Priority Refinancing Revolving Facility”); provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated basis (with respect to liens only) to the Obligations and the obligations in respect of any First Priority Credit Agreement Refinancing Debt, (ii) such Indebtedness constitutes Credit Agreement Refinancing Debt and (iii) such Indebtedness complies with the Credit Agreement Refinancing Requirements; provided that a certificate of an Authorized Officer of Holdings or the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings or the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies Holdings or the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

“Second Priority Refinancing Revolving Facility” shall have the meaning set forth in the definition of “Second Priority Credit Agreement Refinancing Debt.”

“Second Priority Refinancing Term Facility” shall have the meaning set forth in the definition of “Second Priority Credit Agreement Refinancing Debt.”

“Secured Parties” shall mean the collective reference to the Administrative Agent, the Collateral Agent, the Lenders (including any Issuing Lender in its capacity as Issuing Lender), and any Qualified Counterparties.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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“Security Agreement” shall mean the U.S. Pledge and Security Agreement in the form of Exhibit E, as modified, supplemented, amended, restated (including any amendment and restatement thereof), extended or renewed from time to time in accordance with the terms thereof and hereof.

“Security Documents” means, collectively, the Security Agreement, each of the Mortgages, Intellectual Property Security Agreements, collateral assignments, Assumption Agreements in the form of Annex I to the Security Agreement, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 7.01, Section 8.01 or Section 8.8, Intercreditor Agreements (if any) and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Security and Guarantee Principles” shall have the meaning set forth in Exhibit Q.

“Senior Notes” shall mean the Borrower’s 11.00% Senior Notes due 2020, issued pursuant to the Senior Notes Indenture, dated as of the Closing Date, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof. As used in this Agreement, the term “Senior Notes” shall include any Exchange Senior Notes issued pursuant to the Senior Notes Indenture in exchange for theretofore outstanding Senior Notes, as contemplated by the Registration Rights Agreement.

“Senior Notes Documents” shall mean the Senior Notes, the Senior Notes Indenture and all other documents executed and delivered with respect to the Senior Notes or Senior Notes Indenture, each dated as of the Closing Date and as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

“Senior Notes Indenture” shall mean the Indenture, dated as of the Closing Date, among the Borrower, the Guarantors and Wells Fargo Bank, National Association, as trustee, as in effect on the Closing Date and as thereafter amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

“Senior Representative” shall mean, with respect to any series of Indebtedness permitted under Section 9.2(c), (d), or (e), the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Settlement Service” shall have the meaning set forth in Section 13.4.

“Significant Event of Default” shall mean an Event of Default under Section 11.1(a) or (f) (in the case of Section 11.1(f), with respect to the Borrower).

“Significant Restricted Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary or group of Restricted Subsidiaries of Holdings (a) whose GAAP value of total assets at the last day of the most recent Test Period for which financial statements have been delivered were equal to or greater than 5.0% of the Consolidated Total Assets at such date or (b) whose gross revenues for the most recently completed Test Period for which financial statements have been delivered were equal to or greater than 5.0% of the consolidated gross revenues of Holdings and its Restricted Subsidiaries for such Test Period, in each case, determined in accordance with GAAP (it being understood that such calculations shall be determined in the aggregate for all Restricted Subsidiaries of Holdings subject to any of the events specified in Section 11.1(f)).

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“Single Employer Plan” shall mean any Plan that is covered by Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, other than a Multiemployer Plan, that is maintained or contributed to by Holdings, the Borrower or any Commonly Controlled Entity or to which Holdings, the Borrower or a Commonly Controlled Entity has or may have an obligation to contribute, and such plan for the five-year period immediately following the latest date on which Holdings, the Borrower or a Commonly Controlled Entity maintained, contributed to or had an obligation to contribute to (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

“Solvent” shall mean, with respect to any Person and its Subsidiaries on a consolidated basis, that as of any date of determination, (a) the sum of the “fair value” of the assets of such Person and its Subsidiaries on a consolidated basis will, as of such date, exceed the sum of all debts of such Person and its Subsidiaries on a consolidated basis as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the “present fair saleable value” of the assets of such Person and its Subsidiaries on a consolidated basis will, as of such date, be greater than the amount that will be required to pay the probable liability on existing debts of such Person and its Subsidiaries on a consolidated basis as such debts become absolute and matured, as such quoted term is determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (c) such Person and its Subsidiaries on a consolidated basis will not have, as of such date, an unreasonably small amount of capital with which to conduct any business in which it is or is about to become engaged and (d) such Person and its Subsidiaries on a consolidated basis does not intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. For purposes of this definition, the amount of any contingent, unliquidated and disputed claim and any claim that has not been reduced to judgment at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such liabilities meet the criteria for accrual under the FASB Statement of Financial Accounting Standards No. 5).

“Specified Class” shall have the meaning set forth in Section 2.16(a).

“Specified EBITDA Adjustments” shall have the meaning set forth in the definition of “Consolidated EBITDA.”

“Specified Equity Contribution” shall have the meaning set forth in Section 11.3(a).

“Specified Period” shall mean, as to any Excess Cash Flow Period, the period commencing on the Excess Cash Flow Application Date that occurs during such period and ending on the day immediately preceding the Excess Cash Flow Application Date that occurs in the next succeeding Excess Cash Flow Period.

“Specified Representations” shall mean the representations and warranties set forth in Sections 6.3(a), 6.4, 6.6 (but only with respect to the Organizational Documents of the Group Members), 6.12, 6.15, 6.19, 6.20, 6.21 (but only in respect of the Patriot Act and, with respect the Merger Sub, OFAC), 6.22 and 6.23.

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“Specified Swap Agreement” shall mean any Swap Agreement entered into by any Restricted Subsidiary of Holdings, on the one hand, and any Qualified Counterparty (or any Person who was a Qualified Counterparty as of the Closing Date or as of the date such Swap Agreement was entered into), on the other hand.

“Sponsors” shall mean, collectively, Permira, Jasmine Ventures Pte Ltd, AlpInvest Partners Co-Investments 2009 C.V., AlpInvest Partners Co-Investments 2010 II C.V., Spectrum Equity Investors V, L.P., Esta Investments Pte Ltd, and each of their Affiliates, but not including any of their portfolio companies.

“Spot Currency Exchange Rate” shall have the meaning set forth in Section 1.3(c).

“Start Date” shall have the meaning set forth in the definition of “Applicable Margin.”

“Stated Amount” shall mean, with respect to each Letter of Credit, at any time, the maximum amount available to be drawn thereunder, in each case determined (x) as if any future automatic increases in the maximum amount available that are provided for in any such Letter of Credit had in fact occurred at such time and (y) without regard to whether any conditions to drawing could then be met but after giving effect to all previous drawings made thereunder.

“Sterling Denominated Loans” and the “£” shall mean each Revolving Loan or Incremental Term Loan denominated in Pounds Sterling at the time of the incurrence thereof.

“Sterling Rate” shall mean, with respect to each Borrowing of Sterling Denominated Loans, (i) the rate per annum that appears on page Reuters Page LIBOR01 (or any successor page) for Pounds Sterling deposits with maturities comparable to the Interest Period applicable to the Sterling Denominated Loans subject to the respective Borrowing as of 11:00 A.M. (London time) on the date of the proposed commencement of such Interest Period or (ii) if such a rate does not appear on page 3750 of the Dow Jones Telerate Screen (or any successor page), the offered quotation to first-class banks in the London interbank market by the Administrative Agent for Pounds Sterling deposits of amounts in immediately available funds comparable to the principal amount of the Sterling Denominated Loan to be made by the Administrative Agent as part of such Borrowing (or, if the Administrative Agent is not lending any part of such Borrowing, the Lenders with the largest percentage of the respective such Borrowing) with maturities comparable to the Interest Period applicable to such Sterling Denominated Loan as of 11:00 A.M. (London time) on the date of the proposed commencement of such Interest Period; provided that in the event the Administrative Agent has made any determination pursuant to Section 2.11(a)(A) in respect of Sterling Denominated Loans, or in the circumstances described in clause (A) to the proviso to Section 2.11(c) in respect of such Sterling Denominated Loans, the Sterling Rate determined pursuant to this definition shall instead be the rate determined by the Administrative Agent as the all-in-cost of funds for the Administrative Agent to fund a Borrowing of Revolving Loans denominated in Pounds Sterling with maturities comparable to the Interest Period applicable thereto.

“Subsidiary” shall mean, with respect to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other Capital Stock having ordinary voting power (other than stock or such other Capital Stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers (or similar governing body) of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Holdings, U.S. Holdings, LuxCo 3 or the Borrower, as applicable.

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“Subsidiary Guarantor” shall mean each Restricted Subsidiary of Holdings, U.S. Holdings and the Borrower other than (x) any Excluded Foreign Subsidiary and (y) any Non-Guarantor Subsidiary.

“Swap Agreement” shall mean any agreement with respect to any swap, cap, collar, hedge, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions (including, without limitation, any Interest Rate Protection Agreement).

“Swedish Krona” shall mean freely transferable lawful money of Kingdom of Sweden (expressed in Swedish Krona).

“Swingline Back-Stop Arrangements” shall have the meaning set forth in Section 2.1(c).

“Swingline Expiry Date” shall mean that date which is five (5) Business Days prior to the Revolving Loan Maturity Date.

“Swingline Lender” shall mean the Administrative Agent, in its capacity as Swingline Lender hereunder.

“Swingline Loan” shall have the meaning set forth in Section 2.1(c).

“Swingline Note” shall have the meaning set forth in Section 2.6(a).

“Synthetic Lease Obligation” shall mean the monetary obligation of a Person under a so-called synthetic, off-balance sheet or tax retention lease.

“Tax Benefit” shall have the meaning set forth in Section 5.5(e).

“Taxes” shall mean all present or future taxes, levies, imposts, duties, fees, assessments or other charges in the nature of taxation now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein and all interest, penalties or similar liabilities with respect to such taxes, levies, imposts, duties, fees, assessments or other charges.

“Term B-1 Lender” shall mean each Lender that has agreed, on the terms and conditions set forth in Amendment No. 1, to have up to all of its outstanding Initial Term Loans amended such that it shall hold a like principal amount of a Term B-1 Loans effective as of the Amendment No. 1 Effective Date.

“Term B-1 Loan” means each loan deemed made pursuant to Section 2.1(a)(ii).

“Term B-1 Loan Maturity Date” shall mean December 28, 2018.

“Term B-1 Note” shall have the meaning set forth in Section 2.6(a).

“Term B-2 Lender” shall mean each Lender that has a New Term B-2 Loan Commitment or that holds a Term B-2 Loan.

“Term B-2 Loan” shall have the meaning set forth in Section 2.1(a)(i).

“Term B-2 Loan Maturity Date” shall mean May 15, 2018.

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“Term B-2 Note” shall have the meaning set forth in Section 2.6(a).

“Term Facility” shall mean any Class of Term Loans, as the context may require.

“Term Lenders” shall mean each Lender that has a Term Loan Commitment or that holds a Term Loan.

“Term Loan” shall mean an Initiala Term B-1 Loan, a Term B-2 Loan, an Other Term Loan or an Incremental Term Loan, as the context requires.

“Term Loan Commitment” shall mean, for each Lender, (i) the InitialNew Term B-2 Loan Commitment, (ii) the Incremental Term Loan Commitments, if any, issued after the Closing Date pursuant to Section 2.15 or (iii) the Other Term Commitments, if any, issued after the Closing Date pursuant to Section 2.18, as each may be terminated pursuant to Sections 4.3 and/or Section 11. The original aggregate amount of the Term Loan Commitments as of the Closing Date is $670,000,000.

“Term Loan Maturity Date” shall mean December 28, 2018.

“Term Loan Purchase Amount” shall have the meaning set forth in the definition of “Dutch Auction.”

“Term Note” shall have the meaning set forth in Section 2.6(a).

“Test Period” shall mean each period of four consecutive fiscal quarters of Holdings then last ended, in each case taken as one accounting period.

“Total Commitment” shall mean, at any time, the sum of the Commitments of each of the Lenders at such time.

“Total Net Leverage Ratio” shall mean, as at the last day of any period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day over (ii) an amount equal to the Unrestricted cash and Cash Equivalents of Holdings and its Restricted Subsidiaries on such date, to (b) Consolidated EBITDA, calculated (x) on a Pro Forma Basis and (y) subject to the currency translation provisions as provided in Section 1.3(c), for such Test Period.

“Total Net Secured Leverage Ratio” shall mean, as at the last day of any Test Period, the ratio of (a) the excess of (i) Consolidated Total Debt on such day (other than any portion thereof that is unsecured) over (ii) an amount equal to the Unrestricted cash and Cash Equivalents of Holdings and its Restricted Subsidiaries on such date, to (b) Consolidated EBITDA, calculated (x) on a Pro Forma Basis and (y) subject to the currency translation provisions as provided in Section 1.3(c), for such Test Period.

“Total Revolving Extensions of Credit” shall mean, at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

“Total Revolving Loan Commitment” shall mean, at any time, the sum of the Revolving Loan Commitments of each of the Lenders at such time.

“Total Term Loan Commitment” shall mean, at any time, the sum of the Term Loan Commitments of each of the Lenders at such time.

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“Total Unutilized Revolving Loan Commitment” shall mean, at any time, an amount equal to the remainder of (x) the Total Revolving Loan Commitment in effect at such time less (y) the sum of (i) the aggregate principal amount of all Revolving Loans and Swingline Loans outstanding at such time plus (ii) the aggregate amount of all Letter of Credit Outstandings at such time.

“Tranche” shall mean the respective facility and commitments utilized in making Loans hereunder, with there being three separate Tranches on the Closing Date, (i.e., Term Loans, Revolving Loans and Swingline Loans) and four separate Tranches on the Amendment No. 1 Effective Date (i.e., Term B-1 Loans, Term B-2 Loans, Revolving Loans and Swingline Loans); provided that for purposes of Sections 2.14, 13.4, 13.12(a) and (b) and the definition of Required Revolving Lenders, Revolving Loans and Swingline Loans shall be deemed to constitute part of a single “Tranche.”

“Transactions” shall mean, collectively, (i) the consummation of the Acquisition and the other transactions contemplated by the Acquisition Documentation, (ii) the consummation of the Transaction Refinancing, (iii) the consummation of the Equity Contribution, (iv) the execution, delivery and performance by each Loan Party of the Senior Notes Documents to which it is a party, the issuance of the Senior Notes and the use of proceeds as set out in the Offering Memorandum, dated December 17, 2012, with respect to the Senior Notes, (v) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party, the incurrence of Loans on the Closing Date and the use of proceeds permitted under Section 8.15 hereof and (vi) the payment of all fees and expenses in connection with the foregoing.

“Transaction Certificate” shall have the meaning set forth in the definition of “Applicable Margin.”

“Transaction Refinancing” shall mean the refinancing of the Existing Credit Facility and the termination of all other Indebtedness pursuant to the Merger Agreement, in each case to the extent set forth in the Merger Agreement, other than the Indebtedness set forth on Schedule 9.2(j).

“Type” shall mean the type of Loan determined with regard to the interest option applicable thereto, i.e., whether a Base Rate Loan, a LIBOR Loan, a Euro Denominated Loan or a Sterling Denominated Loan.

“UCC” shall mean the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.

“Unfunded Pension Liability” of any Plan shall mean the amount, if any, by which the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans), as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceeds the value of the assets of such Plan allocable to such accrued benefits by a material amount (excluding any accrued but unpaid contributions).

“United States” and “U.S.” shall each mean the United States of America.

“Unpaid Drawing” shall have the meaning set forth in Section 3.5(a).

“Unrestricted” shall mean, when referring to cash or Cash Equivalents, that such cash or Cash Equivalents are not Restricted.

“Unrestricted Subsidiary” shall mean (i) any Subsidiary of Holdings, U.S. Holdings, LuxCo 3 or the Borrower designated by the board of directors (or similar governing body) of Holdings as an Unrestricted Subsidiary pursuant to Section 8.11 subsequent to the Closing Date (other than U.S. Holdings, LuxCo 3 and the Borrower) and (ii) any Subsidiary of an Unrestricted Subsidiary.

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“Unsecured Credit Agreement Refinancing Debt” shall mean any unsecured Indebtedness incurred by the Borrower in the form of one or more series of senior unsecured notes or term loans (each, an “Unsecured Refinancing Term Facility”) or one or more revolving credit facilities (each, an “Unsecured Refinancing Revolving Facility”); provided that (i) such Indebtedness constitutes Credit Agreement Refinancing Debt and (ii) such Indebtedness complies with the Credit Agreement Refinancing Requirements; provided that a certificate of an Authorized Officer of Holdings or the Borrower delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings or the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this definition shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees).

“Unsecured Refinancing Revolving Facility” shall have the meaning set forth in the definition of “Unsecured Credit Agreement Refinancing Debt.”

“Unsecured Refinancing Term Facility” shall have the meaning set forth in the definition of “Unsecured Credit Agreement Refinancing Debt.”

“Unutilized Revolving Loan Commitment” shall mean, with respect to any Lender at any time, such Lender’s Revolving Loan Commitment at such time less the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (taking the Dollar Equivalent of any such Loans denominated in an Alternate Currency) made by such Lender at such time and (ii) such Lender’s RL Percentage of the Letter of Credit Outstandings at such time (taking the Dollar Equivalent of any Letters of Credit denominated in an Alternate Currency).

“U.S. Holdings” shall have the meaning set forth in the recitals hereto.

“U.S. Loan Parties” shall mean the Loan Parties incorporated or organized in the United States, any State thereof or the District of Columbia.

“U.S. Owned DRE” shall mean any entity that (i) is directly owned by Holdings, U.S. Holdings, the Borrower or any Domestic Subsidiary of Holdings, U.S. Holdings or the Borrower and (ii) has no material assets other than Capital Stock of one or more CFCs.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Domestic Subsidiary” shall mean, with respect to any Person, any Wholly Owned Subsidiary of such Person which is a Domestic Subsidiary.

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“Wholly Owned Subsidiary” shall mean, with respect to any Person, (i) any corporation 100% of whose Capital Stock is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person has a 100% equity interest at such time (other than, in the case of a Foreign Subsidiary of Holdings with respect to the preceding clauses (i) and (ii), director’s qualifying shares and/or other nominal amount of shares required to be held by Persons other than the Borrower and its Subsidiaries under applicable law).

1.2 Other Interpretive Provisions.

(a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms not defined in Section 1.1 shall have the respective meanings given to them under GAAP (but subject to the terms of Section 13.7), (ii) the words “include”. “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume or become liable in respect of (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) unless the context otherwise requires, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) the word “will” shall be construed to have the same meaning and effect as the word “shall,” and (vi) unless the context otherwise requires, any reference herein (A) to any Person shall be construed to include such Person’s successors and permitted assigns and (B) to Holdings, the Borrower or any other Loan Party shall be construed to include Holdings, the Borrower or such Loan Party as debtor and debtor-in-possession and any examiner, liquidator, receiver or trustee for Holdings, the Borrower or any other Loan Party, as the case may be, in any insolvency or liquidation proceeding.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.3 Calculations; Computations; Latest Maturity Date. Calculations; Computations; Latest Maturity Date. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); provided that (A) except as otherwise specifically provided herein, all computations of Excess Cash Flow and the Applicable Margin, and all computations with respect to any basket, standard or term in this Agreement and all computations and all definitions (including accounting terms) used in determining compliance with the Financial Covenant and in determining the Total Net Secured Leverage Ratio and the Total Net Leverage Ratio (the “Leverage Ratios”), shall (i) utilize GAAP and policies in conformity with those used to prepare the audited financial statements referred to in Section 6.1(b) for the fiscal year ended December 31, 2011 and (ii) in respect of any portion of the Test Period that occurs prior to Closing Date, be based on the financial statements of the Borrower and its Subsidiaries as in existence prior to the Closing Date, (B) notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared,

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and the Financial Covenant and the Leverage Ratios shall be calculated, in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof and (C) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of all computations and all definitions (including accounting terms) used in determining compliance with the Financial Covenant, then at the Borrower’s request, the Administrative Agent shall enter into negotiations with the Borrower in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating Holdings’ financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made; provided that (i) no amendment fee shall be payable in connection therewith, (ii) any such amendments that relate to Section 9.1 shall be subject to the prior written consent of the Required Revolving Lenders (such consent not to be unreasonably withheld or delayed) and not the Required Lenders and (iii) all amendments relating to the Leverage Ratios (other than in connection with Section 9.1) shall be subject to the prior written consent of the Required Lenders (such consent not to be unreasonably withheld or delayed) and not the Required Revolving Lenders. Until such time as such an amendment shall have been executed and delivered by the parties hereto in accordance with this Section 1.3(a), all computations of Excess Cash Flow and the Applicable Margin, all computations with respect to any basket, standard or term in this Agreement and all computations and all definitions (including accounting terms) used in determining compliance with the Financial Covenant and in determining the Leverage Ratios shall continue to be calculated or construed as if such Accounting Changes had not occurred (other than for purposes of delivery of financial statements under Sections 8.1(a) and (b)). “Accounting Changes” refers to changes in accounting principles (i) required by the promulgation of any rule, regulation, pronouncement or opinion by FASB or, if applicable, the SEC or (ii) otherwise proposed by the Borrower to, and approved by, the Administrative Agent.

(b) All computations of interest, Commitment Fees and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable, and interest calculated by reference to the Sterling Rate, which shall be based on a year of 365 days) for the actual number of days (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Fees or Fees are payable.

(c) For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, any requisite currency translation shall be based on the rate of exchange between the applicable currency and Dollars (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency reasonably acceptable to Holdings and the Administrative Agent (the “Spot Currency Exchange Rate”)) in effect on the Business Day immediately preceding the date of such transaction (except for such other time periods as provided for in Section 9.2) or determination and shall not be affected by subsequent fluctuations in exchange rates; provided that for purposes of determining the Leverage Ratios, (i) such ratios will be determined at the currency exchange rates used in preparing the Holdings’ financial statements corresponding to the Test Period with respect to the applicable date of determination. Any determinations as to the Dollar Equivalent of Revolving Loans or Letters of Credit denominated in an Alternate Currency (whether for purposes of calculating the amount of L/C Obligations or fees payable in respect of Letters of Credit or the amount required to be paid to the Issuing Lender in respect of a drawing on a Letter of Credit or otherwise), the amount of fees owing in respect of Letters of Credit denominated in an Alternate Currency and the amount of Unpaid Drawings owing to the Issuing Lender shall be made by the Administrative Agent and such determination shall be conclusive absent manifest error.

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(d) For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the Spot Currency Exchange Rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that, if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the Spot Currency Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtedness so Refinanced does not exceed the principal amount of such Indebtedness being Refinanced. Notwithstanding the foregoing, the principal amount of any Indebtedness incurred to Refinance other Indebtedness, if incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the Spot Currency Exchange Rate that is in effect on the date of such Refinancing.

(e) With respect to the provisions of this Agreement (A) that require newly incurred or issued Indebtedness or Capital Stock (or Indebtedness or Capital Stock that is proposed to be incurred or issued) to have a maturity not earlier than the Latest Maturity Date (or not earlier than ninety-one (91) days after the Latest Maturity Date) and/or to have Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of existing Term Loans having the Latest Maturity Date or (B) that otherwise refer to the Latest Maturity Date in respect of any such incurrence or issuance (or proposed incurrence or issuance), such provisions shall be deemed to refer to the Latest Maturity Date in effect at the time such Indebtedness or Capital Stock is incurred or issued.

SECTION 2. AMOUNT AND TERMS OF CREDIT

2.1 The Commitments. (a)(i) Subject to and upon the terms and conditions set forth herein, each and set forth in the Amendment No. 1, each New Term B-2 Lender with a InitialNew Term B-2 Loan Commitment severally agrees to make a term loan or term loans (each, ana “Initial Term B-2 Loan” and, collectively, the “Initial Term B-2 Loans”) to the Borrower on the Amendment No. 1 Effective Date, which such Term B-2 Loans (iA) shall be incurred pursuant to a single drawing on the ClosingAmendment No. 1 Effective Date, (iiB) shall be denominated in Dollars, (iiiC) except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or LIBOR Loans; provided that except as otherwise specifically provided in Section 2.11(b), all Initial Term B-2 Loans comprising the same Borrowing shall at all times be of the same Type and (iv) shallD) shall, in the case of each Lender holding a New Term B-2 Loan Commitment, be made by each such Lender in thatan aggregate principal amount whichthat does not exceed the InitialNew Term B-2 Loan Commitment of such Term B-2 Lender on the ClosingAmendment No. 1 Effective Date. Once repaid, prepaid, repurchased, refinanced or replaced, Initial Term B-2 Loans incurred hereunder may not be reborrowed.

(ii) Subject to and upon the terms and conditions set forth herein, each Term B-1 Lender severally agrees that its Initial Term Loans shall be amended effective as of the Amendment No. 1 Effective Date and that each Initial Term Loan held by such Term B-1 Lenders shall be exchanged for a like principal amount of Term B-1 Loans in accordance with the terms and conditions set forth herein.

(b) Subject to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at any time and from time to time on or after the Closing Date and prior to the Revolving Loan Maturity Date, a revolving loan or revolving loans (each, an

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“Initial Revolving Loan” and, collectively, the “Initial Revolving Loans”) to the Borrower (provided that the amount of Initial Revolving Loans made on the Closing Date shall not exceed $5,000,000 (exclusive of any Letter of Credit Outstandings) plus an additional amount as may be necessary for the Borrower to fund the payment of certain original issue discount or upfront fees payable under the Commitment Letter and Fee Letter and/or the Senior Notes (it being understood that any Borrowing of Initial Revolving Loans to fund such additional amount shall be without duplication of any increase in the Initial Term Loan Commitments to fund such amount made prior to the Closing Date)), which Initial Revolving Loans (i) may be made in Dollars or an Alternate Currency, (ii) except as provided herein, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans, LIBOR Loans or, in the case of Alternate Currency Loans, other Fixed Rate Loans; provided that (A) except as otherwise specifically provided in Section 2.11(b), all Initial Revolving Loans comprising the same Borrowing shall at all times be of the same Type and (B) Base Rate Loans shall only be available in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof and (iv) shall not exceed for any such Lender at any time outstanding that aggregate principal amount which, when added to the product of (x) such Lender’s RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time.

(c) Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Closing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline Loan” and, collectively, the “Swingline Loans”) to the Borrower, which Swingline Loans (i) shall be incurred and maintained as Base Rate Loans, (ii) shall be denominated in Dollars, (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not exceed an aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.1(c), (i) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists with respect to a Revolving Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by Collateralizing such Defaulting Lender’s RL Percentage of the outstanding Swingline Loans (such arrangements, the “Swingline Back-Stop Arrangements”), and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.

(d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Lenders that the Swingline Lender’s outstanding Swingline Loans shall be funded with one (1) or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 11.1(f) or upon the exercise of any of the remedies provided in Section 11), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all Revolving Lenders pro rata based on each such

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Revolving Lender’s RL Percentage and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Revolving Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, and (v) the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Revolving Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to Section 11); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Revolving Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three (3) days and at the interest rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

2.2 Minimum Amount of Each Borrowing. The aggregate principal amount of each Borrowing of Loans under a respective Tranche shall not be less than the Minimum Borrowing Amount applicable to such Tranche. More than one Borrowing may occur on the same date, but at no time shall there be outstanding more than ten (10) Borrowings of Fixed Rate Loans in the aggregate for all Tranches of Loans.

2.3 Notice of Borrowing. (a) Whenever the Borrower desires to incur (x) LIBOR Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least three (3) Business Days’ prior notice of each LIBOR Loan to be incurred hereunder, (y) Alternate Currency Loans hereunder, the Borrower shall give the Administrative Agent at the Notice Office at least four (4) Business Days’ prior notice of each Alternate Currency Loan hereunder, and (z) Base Rate Loans hereunder (excluding Swingline Loans and Revolving Loans made pursuant to a Mandatory Borrowing), the Borrower shall give the Administrative Agent at the Notice Office notice of each Base Rate Loan to be incurred hereunder on the date of such Borrowing; provided that (in each case) any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. (New York City time) on such day (10:00 A.M. (New York City time) in the case of a Base Rate Loan). Each such notice (each, a “Notice of Borrowing”), except as otherwise expressly provided in Section 2.11, shall be irrevocable and shall be in writing, or by telephone promptly confirmed in writing, in the form of Exhibit F, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred pursuant to such Borrowing, (ii) the date of such Borrowing (which shall be a Business Day), (iii) whether the Loans being incurred pursuant to such Borrowing shall constitute Term B-2 Loans or Revolving Loans, (iv) in the case of Revolving Loans, whether such Revolving Loans will be denominated in Dollars or an Alternate Currency (and if an Alternate Currency, which Alternate Currency), (v) whether any Dollar Denominated Loans being incurred pursuant to such Borrowing are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder,

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LIBOR Loans and, if LIBOR Loans, the initial Interest Period to be applicable thereto and (vi) in the case of Alternate Currency Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender that is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.

(b) (i) Whenever the Borrower desires to incur Swingline Loans hereunder, the Borrower shall give the Swingline Lender no later than 2:00 P.M. (New York City time) on the date that a Swingline Loan is to be incurred, written notice or telephonic notice promptly confirmed in writing of each Swingline Loan to be incurred hereunder. Each such notice shall be irrevocable and specify in each case (A) the date of Borrowing (which shall be a Business Day) and (B) the aggregate principal amount of the Swingline Loans to be incurred pursuant to such Borrowing.

(ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(d), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as set forth in Section 2.1(d).

(c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice of any Borrowing or prepayment of Loans, the Administrative Agent or the Swingline Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swingline Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower, prior to receipt of written confirmation. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s or the Swingline Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Loans, as the case may be, absent manifest error.

2.4 Repayment of Loans. (a)(i) The principal amount of the Term B-2 Loans of each Term B-2 Lender shall be repaid (A) on each Quarterly Repayment Date, commencing with the last Business Day of June 2013, in an amount equal to $7,500,000 and (B) (subject to a Permitted Amendment) on the Term B-2 Loan Maturity Date, in an amount equal to the aggregate principal amount outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(ii) (a) The principal amount of the Initial Term B-1 Loans of each Term B-1 Lender shall be repaid (iA) on each Quarterly Payment Date, commencing with the last Business Day of MarchJune 2013, in an amount equal to 0.25% of the aggregate principal amount of the Term B-1 Loans incurredas amended on the ClosingAmendment No. 1 Effective Date and (iiB) (subject to a Permitted Amendment) on the Term B-1 Loan Maturity Date, in an amount equal to the aggregate principal amount outstanding on such date, together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b) To the extent not previously paid, (i) each Incremental Term Loan shall be due and payable on the Incremental Term Loan Maturity Date applicable to such Incremental Term Loan and (ii) each Other Term Loan shall be due and payable on the Maturity Date of such Other Term Loan set forth in the Refinancing Amendment applicable thereto.

(c) The Borrower shall repay all of its outstanding Initial Revolving Loans on the Revolving Loan Maturity Date, together with accrued and unpaid interest on the Revolving Loans, to but excluding the date of payment. The Borrower shall repay all outstanding Swingline Loans on the Swingline Expiry Date, together with accrued and unpaid interest on the Swingline Loans, to but excluding the date of payment.

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(d) The Borrower shall repay all of its outstanding (i) Incremental Revolving Loans on the Incremental Revolving Loan Maturity Date, together with accrued and unpaid interest on the Incremental Revolving Loans, to but excluding the date or payment and (ii) Other Revolving Loans on the Maturity Date set forth in the Refinancing Amendment applicable thereto, together with accrued and unpaid interest on Other Revolving Loans, to but excluding the date or payment.

(e) The Borrower shall repay all of its outstanding Alternate Currency Loans on the applicable Maturity Date with respect to such Alternate Currency Loan, together with accrued and unpaid interest thereon, to and excluding the date of payment in the Alternate Currency applicable to such Loan.

2.5 Disbursement of Funds. Not later than 2:00 P.M. (New York City time), except in the case of Alternate Currency Loans, not later than 10:00 A.M. (New York City time) on the date specified in each Notice of Borrowing (or (x) in the case of Swingline Loans, not later than 4:00 P.M. (New York City time) on the date specified pursuant to Section 2.3(b)(i) or (y) in the case of Mandatory Borrowings, not later than 2:00 P.M. (New York City time) on the date specified in Section 2.1(d)), each Lender with a Commitment of the respective Tranche will make available its pro rata portion (determined in accordance with Section 2.8) of each such Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof). All such amounts will be made available in Dollars or an Alternate Currency, as applicable, and in immediately available funds at the Payment Office, and the Administrative Agent will, except in the case of Revolving Loans made pursuant to a Mandatory Borrowing, make available to the Borrower at the Payment Office, or to such other account as either Holdings or the Borrower may specify in writing prior to the Closing Date, the aggregate of the amounts so made available by the Lenders; provided that if, on the date of a Borrowing of Revolving Loans (other than a Mandatory Borrowing), there are Unpaid Drawings or Swingline Loans then outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such Unpaid Drawings with respect to Letters of Credit, second, to the payment in full of any such Swingline Loans, and third, to the Borrower as otherwise provided above. Unless the Administrative Agent shall have been notified by any Lender prior to the date of Borrowing that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any Borrowing to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered from such Lender, the overnight Federal Funds Rate for the first three (3) days and at the interest rate otherwise applicable to such Loans for each day thereafter (or, in the case of Sterling Denominated Loans or Euro Denominated Loans, the cost to the Administrative Agent of acquiring overnight funds in Pounds Sterling or Euros as the case may be) and (ii) if recovered from the Borrower, the rate of interest applicable to the respective Borrowing, as determined pursuant to Section 2.9. Nothing in this Section 2.5 shall be deemed to relieve any Lender from its obligation to make Loans hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any failure by such Lender to make Loans hereunder.

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2.6 Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced in the Register maintained by the Administrative Agent pursuant to Section 13.15 and shall, if requested by such Lender, also be evidenced (i) in the case of Term B-1 Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit G,-1, with blanks appropriately completed in conformity herewith (each, a “Term B-1 Note” and, collectively, the “Term B-1 Notes”), (ii) in the case of Term B-2 Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit G-2, with blanks appropriately completed in conformity herewith (each, a “Term B-2 Note” and, collectively, the “Term Notes”), (iiiii) in the case of Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit H, with blanks appropriately completed in conformity herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”), and (iiiiv) in the case of Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit I, with blanks appropriately completed in conformity herewith (the “Swingline Note”).

(b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and prior to any transfer of any of its Notes will endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make any such notation or any error in such notation shall not affect the Borrower’s obligations in respect of such Loans.

(c) Notwithstanding anything to the contrary contained above in this Section 2.6 or elsewhere in this Agreement, Notes shall only be delivered to Lenders, which at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Loan Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (b). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

2.7 Conversions/Continuation. (a) The Borrower shall have the option to convert, on any Business Day, all or a portion equal to at least the Minimum Borrowing Amount of the outstanding principal amount of Dollar Denominated Loans (other than Swingline Loans which may not be converted pursuant to this Section 2.7) made pursuant to one or more Borrowings (so long as of the same Tranche) of one or more Types of Loans into a Borrowing (of the same Tranche) of another Type of Loan; provided that (i) except as otherwise provided in Section 2.11(b), LIBOR Loans may be converted into Base Rate Loans only on the last day of an Interest Period applicable to the Loans being converted and no such partial conversion of LIBOR Loans shall reduce the outstanding principal amount of such LIBOR Loans made pursuant to a single Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise agree, Base Rate Loans may only be converted into LIBOR Loans if no Default or Event of Default is in existence on the date of the conversion and (iii) no conversion pursuant to this Section 2.7 shall result in a greater number of Borrowings of Fixed Rate Loans than is permitted under Section 2.2.

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(b) Any LIBOR Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 2.10, of the length of the next Interest Period to be applicable to such Loans; provided that to the extent the Required Lenders provide written notice thereof to the Borrower, no LIBOR Loan may be continued as such when any Event of Default has occurred and is continuing; provided further that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(c) Each such conversion or continuation pursuant to this Section 2.7 shall be effected by the Borrower by giving the Administrative Agent at the Notice Office at least (x) in the case of conversions or continuations of Base Rate Loans into LIBOR Loans, three (3) Business Days’ prior notice, (y) in the case of conversions or continuations of LIBOR Loans into Base Rate Loans, notice on the date of such conversion and (z) in the case of conversions or continuations of or into Alternate Currency Loans, four (4) Business Days’ prior notice of such conversion or continuation; provided that, (in each case) any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York City time) on such day (10:00 A.M. (New York City time) in the case of conversions or continuations of LIBOR Loans into Base Rate Loans) (each such notice, a “Notice of Conversion/Continuation”), in each case in the form of Exhibit J, appropriately completed to specify the Loans to be so converted or continued, the Borrowing or Borrowings pursuant to which such Loans were incurred and, if to be converted or continued into LIBOR Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion or continuation affecting any of its Dollar Denominated Loans.

(d) If by 1:00 P.M. (New York City time) on the third Business Day prior to the expiration of any Interest Period applicable to a Borrowing of Fixed Rate Loans, the Borrower has failed to elect, or is not permitted to elect, a new Interest Period to be applicable to such Fixed Rate Loans as provided above, the Borrower shall be deemed to have elected (x) if LIBOR Loans, to convert such LIBOR Loans into Base Rate Loans and (y) if Alternate Currency Loans, to select a one-month Interest Period for such Alternate Currency Loans, in each case effective as of the expiration date of such current Interest Period.

2.8 Pro Rata Borrowings. All Borrowings of Term Loans and Revolving Loans under this Agreement shall be incurred from the Lenders pro rata on the basis of their Term Loan Commitments or Revolving Loan Commitments, as the case may be; provided that all Mandatory Borrowings shall be incurred from the Revolving Lenders pro rata on the basis of their RL Percentages. It is understood that no Lender shall be responsible for any default by any other Lender of its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

2.9 Interest. (a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Dollar Denominated Loan maintained as a Base Rate Loan from the date of Borrowing thereof until the earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such Base Rate Loan to a LIBOR Loan pursuant to Section 2.7 or 2.10, as applicable, at a rate per annum which shall be equal to the sum of the relevant Applicable Margin plus the Base Rate, each as in effect from time to time.

(b) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Dollar Denominated Loan maintained as a LIBOR Loan from the date of Borrowing thereof until the earlier of (i) the maturity thereof (whether by acceleration or otherwise) and (ii) the conversion of such

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LIBOR Loan to a Base Rate Loan pursuant to Section 2.7, 2.10 or 2.11, as applicable, at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the relevant Applicable Margin as in effect from time to time during such Interest Period plus the LIBOR Rate for such Interest Period.

(c) The Borrower hereby agrees to pay interest in respect of the unpaid principal amount of each Alternate Currency Loan made to it from the date of Borrowing thereof until the maturity thereof (whether by acceleration, prepayment or otherwise) at a rate per annum which shall, during each Interest Period applicable thereto, be equal to the sum of the relevant Applicable Margin as in effect from time to time plus the applicable Fixed Rate for such Interest Period plus any Mandatory Costs (if applicable).

(d) Overdue principal shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate then borne by such Loans. All other overdue amounts (including, to the extent permitted by law, overdue interest) payable hereunder and under any other Loan Document shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate applicable to Dollar Denominated Revolving Loans that are maintained as Base Rate Loans from time to time. Interest that accrues under this Section 2.9(d) shall be payable on demand.

(e) Accrued (and theretofore unpaid) interest shall be payable (i) in respect of each Base Rate Loan, quarterly in arrears on each Quarterly Payment Date, and (ii) in respect of each Fixed Rate Loan, (x) on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three (3) months, on each date occurring at three (3) month intervals after the first day of such Interest Period, and (y) on the date of any repayment or prepayment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

(f) Upon each Interest Determination Date, the Administrative Agent shall determine the Fixed Rate for each Interest Period applicable to the respective Fixed Rate Loans and shall promptly notify the Borrower and the Lenders thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.

2.10 Interest Periods. At the time the Borrower gives any Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of, or conversion into, any Fixed Rate Loan (in the case of the initial Interest Period applicable thereto) or prior to 1:00 P.M. (New York City time) on the third Business Day prior to the expiration of an Interest Period applicable to such Fixed Rate Loan (in the case of any subsequent Interest Period), the Borrower shall have the right to elect the interest period (each, an “Interest Period”) applicable to such Fixed Rate Loan, which Interest Period shall, at the option of the Borrower, be a one (1), two (2), three (3), six (6) or, to the extent approved by each Lender with Loans and/or Commitments under the relevant Tranche, nine (9) or twelve (12) month period or any shorter period; provided that (in each case):

(A) all Fixed Rate Loans comprising a Borrowing shall at all times have the same Interest Period;

(B) the initial Interest Period for any Fixed Rate Loan shall commence on the date of Borrowing of such Fixed Rate Loan (including, in the case of a LIBOR Loan, the date of any conversion thereto from a Base Rate Loan) and each Interest Period occurring thereafter in respect of such Fixed Rate Loan shall commence on the day on which the next preceding Interest Period applicable thereto expires;

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(C) if any Interest Period for a Fixed Rate Loan begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

(D) if any Interest Period for a Fixed Rate Loan would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period for a Fixed Rate Loan would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day;

(E) no Interest Period in respect of any Borrowing of any Tranche of Loans shall be selected which extends beyond the Maturity Date for such Tranche of Loans; and

(F) no Interest Period in respect of any Borrowing of Term Loans shall be selected which extends beyond any date upon which a mandatory repayment of such Term Loans will be required to be made under Section 2.4(a), if the aggregate principal amount of such Term Loans that have Interest Period that will expire after such date will be in excess of the aggregate principal amount of such Term Loans, as the case may be, then outstanding less the aggregate amount of such required repayment.

2.11 Increased Costs, Illegality, etc. (a) Subject to clause Section 2.11(b), in the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but, with respect to clause (A) below, may be made only by the Administrative Agent):

(A) on any Interest Determination Date that, by reason of any changes arising after the Closing Date affecting the applicable interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the relevant Fixed Rate; or

(B) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Fixed Rate Loan because of (x) any change since the Closing Date in any applicable law or governmental rule, regulation, order, guideline or request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR Rate or a change in the basis of taxation with respect to payments to a Lender of principal of or interest on the Loans or any other amounts payable hereunder and/or (y) other circumstances arising since the Closing Date affecting such Lender, the interbank market or the position of such Lender in such market (including that the Fixed Rate with respect to such Fixed Rate Loan does not adequately and fairly reflect the cost to such Lender of funding such Fixed Rate Loan); or

(C) at any time, that the making or continuance of any Fixed Rate Loan has been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by any Lender in good faith with any governmental request (whether or not having force of law) or (z) impracticable as a result of a contingency occurring after the Closing Date which materially and adversely affects the applicable interbank market; or

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(D) at any time that the respective Alternate Currency is not available in sufficient amounts to fund any Borrowing of such Alternate Currency Loans requested pursuant to Section 2.1;

then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (A) or (D) above) shall promptly give notice (by telephone promptly confirmed in writing) to the Borrower and, except in the case of clauses (A) and (D) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (w) in the case of clause (A) above, (i) in the event LIBOR Loans are so affected, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to LIBOR Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower and (ii) in the event that any Alternate Currency Loans are so affected, the relevant Fixed Rate shall be determined on the basis provided in the proviso to the definition of the relevant Fixed Rate, (x) in the case of clause (B) above, the Borrower agrees to pay to such Lender, upon such Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine after consultation with the Borrower) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding on all the parties hereto), (y) in the case of clause (C) above, the Borrower shall take one of the actions specified in Section 2.11(b) as promptly as possible and, in any event, within the time period required by law and (z) in the case of clause (D) above, Alternate Currency Loans (exclusive of any such Alternate Currency Loans which have theretofore been funded) shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing given by the Borrower with respect to such Alternate Currency Loans which have not been incurred shall be deemed rescinded by the Borrower.

(b) Notwithstanding anything to the contrary in this Agreement (including, without limitation, the circumstances described in Sections 2.11(a)(A), (B)(y), C(z) and (D)), reimbursement pursuant to this Section 2.11 for increased costs arising from any market disruption (i) shall be limited to circumstances generally affecting the banking market and (ii) may only be requested by Lenders representing the Required Facility Lenders with respect to the applicable Facility.

(c) At any time that any Fixed Rate Loan is affected by the circumstances described in Section 2.11(a)(B), the Borrower may, and in the case of a Fixed Rate Loan affected by the circumstances described in Section 2.11(a)(C), the Borrower shall, either (x) if the affected Fixed Rate Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that the Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.11(a)(B) or (C) or (y) if the affected Fixed Rate Loan is then outstanding, upon at least three (3) Business Days’ written notice to the Administrative Agent, (i) in the case of a LIBOR Loan, require the affected Lender to convert such LIBOR Loan into a Base Rate Loan and (ii) in the case of any Fixed Rate Loan (other than a LIBOR Loan), repay all outstanding Borrowings which include such affected Fixed Rate Loans in full in accordance with the applicable requirements of Section 5.1; provided that (A) if the circumstances described in Section 2.11(a)(C) apply to any Alternate

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Currency Loan, the Borrower may, in lieu of taking the actions described above, maintain such Alternate Currency Loan outstanding, in which case the applicable Fixed Rate shall be determined on the basis provided in the definition of the relevant Fixed Rate, unless the maintenance of such Alternate Currency Loan outstanding on such basis would not stop the conditions described in Section 2.11(a)(C) from existing (in which case the actions described above, without giving effect to the proviso, shall be required to be taken) and (B) if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.11(c).

(d) If any Lender determines that after the Closing Date the introduction of or any change in any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) concerning capital adequacy, or any change in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then the Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s determination of compensation owing under this Section 2.11(d) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.11(d), will give prompt written notice thereof to the Borrower, which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish a Borrower’s obligations to pay additional amounts pursuant to this Section 2.11(d) upon the subsequent receipt of such notice. For the avoidance of doubt, nothing in this Section 2.11(d) shall require a Borrower to pay to any Lender any amount for which such Lender is compensated by way of payment of Mandatory Costs.

(e) In the event that any Lender shall in good faith determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that such Lender is required to maintain reserves (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) which have been established by any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body with jurisdiction over such Lender (including any branch, Affiliate or funding office thereof) in respect of any Alternate Currency Loans or any category of liabilities which includes deposits by reference to which the interest rate on any Alternate Currency Loan is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to non-United States residents, then, unless such reserves are included in the calculation of the interest rate applicable to such Alternate Currency Loans or in Section 2.11(a)(B), such Lender shall promptly notify the Borrower in writing specifying the additional amounts required to indemnify such Lender against the actual cost of maintaining such reserves (such written notice to provide in reasonable detail a computation of such additional amounts) and the Borrower (in the case of Loans owing by it and, in each case, denominated in an Alternate Currency) shall pay to such Lender such specified amounts as additional interest at the time that the Borrower is otherwise required to pay interest in respect of such Alternate Currency Loan or, if later, on written demand therefor by such Lender.

(f) Notwithstanding anything in this Agreement to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking supervision (or any successor or similar authority) of the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change after the Closing Date in a Requirement of Law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 2.11 and Section 3.6).

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(g) For the avoidance of doubt, this Section 2.11 shall not apply to any Taxes.

2.12 Compensation. Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, setting forth in reasonable detail the basis for calculating such compensation, the Borrower shall promptly (but in any event within ten (10) days) after such demand compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of (a) any continuation, conversion, payment or prepayment of any Fixed Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Fixed Rate Loan on the date or in the amount notified by the Borrower; or (c) on a day other than the last day of the Interest Period therefor, including, in each case, any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained; provided that, for the avoidance of doubt, the Borrower shall not be obligated to compensate any Lender under this Section for any loss of anticipated profits in respect of any of the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section, each Lender shall be deemed to have funded each Fixed Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Fixed Rate Loan was in fact so funded. Without limiting the foregoing, in connection with each request for compensation by any Lender the Borrower shall also pay such Lender with respect to each affected Fixed Rate Loan customary administrative fees requested by such Lender in an amount not to exceed $250 per such Fixed Rate Loan.

2.13 Change of Lending Office. Each Lender agrees that on the occurrence of any event giving rise to the operation of Section 2.11(a)(B) or (C), Section 2.11(d), Section 3.6 or Section 5.5 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Letters of Credit affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no legal, regulatory or unreimbursed economic disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section. Nothing in this Section 2.13 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Sections 2.11, 3.6 and 5.5.

2.14 Replacement of Lenders. (x) If any Lender becomes a Defaulting Lender, (y) upon the occurrence of any event giving rise to the operation of Section 2.11(a)(B) or (C), Section 2.11(d), Section 3.6 or Section 5.5 with respect to any Lender which results in the Borrower being required to pay additional amounts to such Lender or such Lender charging to the Borrower increased costs in excess of those being generally charged by the other Lenders or (z) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement that has been approved by the Required Lenders as (and to the extent) provided in Section 13.12(a) but has not been consented to by one (1) or more other Lenders whose consent is required (a “Proposed Modification”), the Borrower shall have the right, in accordance with Section 13.4, to replace such Lender (the “Replaced Lender”) with one (1) or more other Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “Replacement Lender”) and each of which shall be reasonably acceptable to the Administrative Agent or, in the case of a replacement as provided in Section 13.12 where the consent of the respective Lender is required with respect to less than all Tranches of its Loans or Commitments, to replace the Commitments and/or outstanding Loans of such Lender in respect of each Tranche where the consent of such Lender would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Lender; provided that:

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(i) at the time of any replacement pursuant to this Section 2.14, the Replacement Lender shall enter into one or more Assignment and Assumptions pursuant to Section 13.4 (and with all fees payable pursuant to said Section 13.4 to be paid by the Replacement Lender and/or the Borrower (as may be agreed to at such time by and among the Borrower, the Replacement Lender and the Replaced Lender)) pursuant to which the Replacement Lender shall consent to the Proposed Modification and acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Loan Commitment, the Revolving Loan Commitment and outstanding Revolving Loans and participations in Letter of Credit Outstandings and/or (b) the outstanding Term Loans of any Tranche, the outstanding Term Loans of the respective Tranche or Tranches with respect to which such Lender is being replaced) of, and in each case (except for the replacement of only the outstanding Term Loans of any or all Tranches of Term Loans of the respective Lender) all participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the respective Replaced Lender under each Tranche with respect to which such Replaced Lender is being replaced, (B) an amount equal to all Unpaid Drawings (unless there are no Unpaid Drawings with respect to the Tranche being replaced) that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender (but only with respect to the relevant Tranche, in the case of the replacement of less than all Tranches of Loans then held by the respective Replaced Lender) pursuant to Section 4.1, (y) except in the case of the replacement of only the outstanding Term Loans of one or more Tranches of a Replaced Lender, each Issuing Lender an amount equal to such Replaced Lender’s RL Percentage of any Unpaid Drawing relating to Letters of Credit issued by such Issuing Lender (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender and (z) in the case of any replacement of Revolving Loan Commitments, the Swingline Lender an amount equal to such Replaced Lender’s RL Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender to the Swingline Lender; and

(ii) all obligations of any Loan Party then owing to the Replaced Lender (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 2.12 or (b) relating to any Tranche of Loans and/or Commitments of the respective Replaced Lender which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Lender concurrently with such replacement.

Upon receipt by the Replaced Lender of all amounts required to be paid to it pursuant to this Section 2.14, the Administrative Agent shall be entitled (but not obligated) and is authorized (which authorization is coupled with an interest) to execute an Assignment and Assumption on behalf of such Replaced Lender, and any such Assignment and Assumption so executed by the Administrative Agent and the Replacement Lender shall be effective for purposes of this Section 2.14 and Section 13.4. Upon the execution of the respective Assignment and Assumption, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Register by the Administrative Agent pursuant to Section 13.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Lender shall become a Lender hereunder and, unless the respective Replaced Lender continues to have outstanding Term Loans and/or a

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Revolving Loan Commitment hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 2.11, 2.12, 3.6, 5.5, 12.6, 13.1 and 13.6), which shall survive as to such Replaced Lender and (y) except in the case of the replacement of only outstanding Term Loans pursuant to this Section 2.14, the RL Percentages of the Lenders shall be automatically adjusted at such time to give effect to such replacement.

2.15 Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), (i) request one or more additional tranches of term loans (the commitments thereof, the “Incremental Term Loan Commitment”, the loans thereunder, the “Incremental Term Loans” and a Lender making such loans, an “Incremental Term Lender”) or (ii)(A) request one or more increases in the amount of the Revolving Loan Commitments (any such increase or new commitment, a “Revolving Loan Commitment Increase”) and/or (B) the establishment of one or more new Revolving Loan Commitments (any such new commitment, a “New Revolving Loan Commitment” and, together with Revolving Loan Commitment Increases, the “Incremental Revolving Loan Commitments” and, such loans thereunder, the “Incremental Revolving Loans” and, a Lender making such a commitment, an “Incremental Revolving Lender”); provided that:

(i) The aggregate amount of Incremental Term Loans and Incremental Revolving Loan Commitments incurred during the term of this Agreement shall not exceed the Maximum Incremental Facilities Amount;

(ii) No Person shall be an obligor under any Incremental Facility that is not a Loan Party with respect to all Loans and Commitments,

(iii) Both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Event of Default shall exist and be continuing at the time that any such Incremental Term Loan is made and (and after giving effect thereto) no Event of Default shall exist;

(iv) Incremental Term Loans or Incremental Revolving Loan Commitments may be denominated in Dollars or an Alternate Currency (it being understood that any such Incremental Term Loan or Incremental Revolving Loan Commitment may be utilized in Available Currencies as and to the extent provided in the applicable Incremental Amendment which are acceptable to the Administrative Agent and the Lenders providing such Incremental Term Loans or Incremental Revolving Loan Commitments);

(v) The Borrower shall be in compliance with the Financial Covenant determined on a Pro Forma Basis as of the end of the most recently completed Test Period for which the financial statements and certificates required by Section 8.1(a) or (b), as the case may be, have been delivered (or were required to be delivered), in each case, as if such Incremental Term Loans or Incremental Revolving Loan Commitments, as applicable, had been outstanding and fully borrowed throughout such period; provided that for purposes of determining compliance with the Financial Covenant under this clause (v), the Net Cash Proceeds actually received by any Loan Party in respect of such Incremental Facility shall not be included as cash or Cash Equivalents for purposes of clause (ii) of the definition of “Total Net Secured Leverage Ratio”;

(vi) The Incremental Term Loans and Incremental Revolving Loans shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;

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(vii) The Incremental Term Loans and the Incremental Revolving Loans shall not mature earlier than the Latest Maturity Date;

(viii) The Incremental Term Loans shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of existing Term Loans (including Incremental Term Loans) having the Latest Maturity Date (except by virtue of amortization of or prepayment of the Term Loans prior to such date of determination);

(viii) (A) the amortization schedule applicable to any such Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Term Lenders and (y) any such Incremental Revolving Loan Commitment shall not have amortization or scheduled mandatory commitment reductions (other than at the maturity thereof);

(ix) Any Revolving Loan Commitment Increases shall be subject to the terms and conditions applicable to Revolving Loans in this Agreement and each other Loan Document; provided that Sections 9.1, 11.1(c)(ii) and 11.2(b) and the definition of “Compliance Date” shall only apply to Incremental Revolving Lenders to the extent set forth in the applicable Incremental Amendment; provided further that Incremental Revolving Lenders shall not have rights in respect of Sections 9.1, 11.1(c) and 11.2(b) or the definition of “Compliance Date” that exceed their pro rata portion of Revolving Loan Commitments (including all Revolving Loan Commitment Increases) or Revolving Extensions of Credit (including all Revolving Extensions of Credit made pursuant to any Revolving Loan Commitment Increases).

(x) the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loan Commitments made hereunder shall be determined by the Borrower and the Incremental Term Lenders and/or the Incremental Revolving Lenders; provided that, with respect to any Incremental Amendment entered into after the Closing Date, if the All-In Yield with respect to the Incremental Term Loans and/or Incremental Revolving Loan Commitments made thereunder (as determined by the Borrower and the applicable Incremental Term Lenders and/or Incremental Revolving Lenders) exceeds the All-In Yield with respect to theany existing Term Loans or Revolving Commitments, as the case may be, by more than 25 basis points (the amount of such excess above 25 basis points being referred to herein as the “Incremental Yield Differential”), then, upon the effectiveness of such Incremental Amendment, the Applicable Margin then in effect for such Term Loans and/or Revolving Commitments, as applicable, shall automatically be increased by the Incremental Yield Differential.

(b) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Loan Commitment. Except as provided above, all terms and documentation with respect to Incremental Term Loans and New Revolving Loan Commitments that (i) are not consistent with or materially more restrictive on Holdings and its Restricted Subsidiaries (when taken as a whole) than those with respect to any other Loans under the Facility or (ii) relate to provisions of a mechanical (including with respect to Collateral and currency mechanics) or administrative nature, shall be reasonably satisfactory to the Administrative Agent.

(c) Incremental Term Loans may be made and Incremental Revolving Loan Commitments may be provided, by any existing Lender or any Additional Lender (provided that no Lender shall be obligated to make a portion of any Incremental Term Loan or to provide a portion of any Incremental Revolving Loan Commitment), in each case on terms permitted in this Section 2.15; provided that the Administrative Agent and, in respect any Incremental Revolving Loan Commitments, the Issuing

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Lender and Swingline Lender shall have consented to such Lender’s making such Incremental Term Loans or providing such Incremental Revolving Loan Commitments if such consent would be required under Section 13.4 for an assignment of Loans or Revolving Loan Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Incremental Revolving Loan Commitments shall become Commitments (or in the case of a Revolving Loan Commitment Increase to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Loan Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, U.S. Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.15. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Sections 7.2(a) through (c) (it being understood that all references to the date of such extension of credit or similar language in such Section 7.2(b) and (unless waived by the Additional Lender) Section 7.2(a) shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Incremental Revolving Loan Commitments for any purpose not prohibited by this Agreement.

(d) Upon each increase in the Revolving Loan Commitments pursuant to this Section 2.15, each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Loan Commitment Increase (each a “Revolving Loan Commitment Increase Lender”) in respect of such increase, and each such Revolving Loan Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Loan Commitment Increase Lender) will equal the percentage of the aggregate Revolving Loan Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Loan Commitment and if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Revolving Loan Commitment Increase either be prepaid from the proceeds of additional Revolving Loans made hereunder or assigned to a Revolving Loan Commitment Increase Lender (in each case, reflecting such increase in Revolving Loan Commitments, such that Revolving Loans are held ratably in accordance with each Revolving Lender’s pro rata share, after giving effect to such increase), which prepayment or assignment shall be accompanied by accrued interest on the Revolving Loans being prepaid. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(e) Notwithstanding anything to the contrary in this Agreement, this Section 2.15 shall supersede any provisions in Sections 2.8 and 13.12 to the contrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any RefinancingIncremental Amendment.

2.16 Loan Modification Offers. (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, a “Loan Modification Offer”) to all the Lenders of one or more Classes on the same terms to each such Lender (each Class subject to such a Loan Modification Offer, a “Specified Class”) to make one or more Permitted Amendments pursuant to

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procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower; provided that (i) any such offer shall be made by the Borrower to all Lenders with Loans with a like maturity date (whether under one or more tranches) on a pro rata basis (based on the aggregate outstanding principal amount of the applicable Loans), (ii) no Event of Default shall have occurred and be continuing at the time of any such offer, (iii) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower and (iv) in the case of any Permitted Amendment relating to the Revolving Loan Commitments, each Issuing Lender and the Swingline Lender shall have approved such Permitted Amendment. Such notice shall set forth (i) the terms and conditions of the requested Permitted Amendment and (ii) the date on which such Permitted Amendment is requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent); provided that notwithstanding anything to the contrary, (1) assignments and participations of Specified Classes shall be governed by the same or, at the Borrower’s discretion, more restrictive assignment and participation provisions applicable to Loans set forth in Section 13.4, and (2) no repayment of Specified Classes shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full). Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Specified Class that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting Lender, only with respect to such Lender’s Loans and Commitments of such Specified Class as to which such Lender’s acceptance has been made. No Lender shall have any obligation to accept any Loan Modification Offer.

(b) A Permitted Amendment shall be effected pursuant to an amendment to this Agreement (a “Loan Modification Agreement”) executed and delivered by the Borrower, each applicable Accepting Lender and the Administrative Agent. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Loan Modification Agreement. No Loan Modification Agreement shall provide for any extension of a Specified Class in an aggregate principal amount that is less than (i) in the case of Revolving Loan Commitments, $10,000,000 and (ii) in the case of Term Loans, $75,000,000. Each Loan Modification Agreement may, without the consent of any Lender other than the applicable Accepting Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.16, including any amendments necessary to treat the applicable Loans and/or Commitments of the Accepting Lenders as a new “Class” of loans and/or commitments hereunder; provided that no Loan Modification Agreement may provide for (i) any Specified Class to be secured by any Collateral or other assets of any Loan Party that does not also secure the Loans and (ii) so long as any Loans are outstanding, any mandatory or voluntary prepayment provisions that do not also apply to the Loans on a pro rata basis; provided further that in the case of any Loan Modification Offer relating to Revolving Loan Commitments or Revolving Loans, except as otherwise agreed to by each Issuing Lender, (i) the allocation of the participation exposure with respect to any then-existing or subsequently issued Letter of Credit as between the commitments of such new “Class” and the remaining Revolving Loan Commitments shall be made on a ratable basis as between the commitments of such new “Class” and the remaining Revolving Loan Commitments and (ii) the Revolving Loan Maturity Date may not be extended without the prior written consent of each Issuing Lender.

(c) Subject to Section 2.16(b), the Borrower may at its election specify as a condition (a “Minimum Extension Condition”) to consummating any such Loan Modification Agreement that a minimum amount (to be determined and specified in the relevant Loan Modification Offer in the Borrower’s sole discretion and may be waived by the Borrower) of Loans of any or all applicable Classes be extended.

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(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.16 shall supersede any provisions in Sections 2.8 and 13.12 to the contrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendmentamendment set forth in any Loan Modification Agreement.

2.17 Defaulting Lender. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:

(a) if any Swingline Loans are outstanding or any Letter of Credit Outstandings exist at the time when a Revolving Lender becomes a Defaulting Lender then:

(i) all or any part of the participating risk in such Swingline Loans and Letter of Credit Outstandings shall be reallocated among the Revolving Lenders that are Non-Defaulting Revolving Lenders pro rata in accordance with their respective RL Percentage but only to the extent (x) the sum of all Revolving Extensions of Credit of all Revolving Lenders that are Non-Defaulting Revolving Lenders does not exceed the aggregate amount of all Revolving Loan Commitments of all Non-Defaulting Revolving Lenders, (y) immediately following the reallocation to a Revolving Lender that is a Non-Defaulting Lender, the Revolving Extensions of Credit of such Revolving Lender do not exceed its Revolving Loan Commitment at such time and (z) the conditions set forth in Section 7.2 are satisfied at such time;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such outstanding Swingline Loans and (y) second, Collateralize in a manner reasonably satisfactory to the applicable Issuing Lender such Defaulting Lender’s RL Percentage of all Letter of Credit Outstandings (after giving effect to any partial reallocation pursuant to clause (i) above) for so long as such Letter of Credit Outstandings exist;

(iii) the Borrower shall not be required to pay any Letter of Credit Fees to such Defaulting Lender pursuant to Section 4.1(b) with respect to such Defaulting Lender’s RL Percentage of Letter of Credit Outstandings;

(iv) if the participating risk in Letter of Credit Outstandings of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.17(a), then the Letter of Credit Fees payable to the Revolving Lenders pursuant to Section 4.1(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ RL Percentages; and

(v) if any Defaulting Lenders’ RL Percentage of Letter of Credit Outstandings is neither Collateralized nor reallocated pursuant to this Section 2.17(a), then, without prejudice to any rights or remedies of any Issuing Lender or any Revolving Lender hereunder, all Letter of Credit Fees payable under Section 4.1(b) with respect to such Defaulting Lender’s RL Percentage of Letter of Credit Outstandings shall be payable to each Issuing Lender until such portion of such Letter of Credit Outstandings is Collateralized and/or reallocated.

(b) Notwithstanding anything to the contrary contained in Section 2.1(c) or Section 3, so long as any Revolving Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Lender shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Loan Commitments of the Non-Defaulting Lenders and/or collateral has been provided by the Borrower in

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accordance with Section 2.17(a), and (ii) for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans and Letters of Credit pursuant to Section 2.1(c) and Section 3, the pro rata share of each non-Defaulting Lender shall be computed without giving effect to the Revolving Loan Commitment of such Defaulting Lender; provided that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Loan Commitment of such non-Defaulting Lender minus (2) the aggregate principal amount of the Revolving Loans of such Lender; provided further that in the event non-Defaulting Lenders’ obligations to acquire, refinance or fund participations in Letters of Credit are increased as a result of a Defaulting Lender, then all Letter of Credit fees that would have been paid to such Defaulting Lender shall be paid to such non-Defaulting Lenders ratably in accordance with such increase of such non-Defaulting Lender’s obligations to acquire, refinance or fund participations in Letters of Credit.

(c) In the event that the Administrative Agent, the Borrower, each Issuing Lender and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Revolving Lender to be a Defaulting Lender, then (i) the risk participations in Swingline Loans and Letter of Credit Outstandings of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Loan Commitments and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its RL Percentage and (ii) so long as no Event of Default then exists, all funds held as cash collateral pursuant to the Letter of Credit Back-Stop Arrangements shall thereafter be promptly returned to the respective Borrower. If the Revolving Loan Commitments have been terminated, all other Obligations have been paid in full and no Letters of Credit are outstanding, then, so long as no Event of Default then exists, all funds held as cash collateral pursuant to the Letter of Credit Back-Stop Arrangements and the Swingline Back-Stop Arrangements shall thereafter be promptly returned to the respective Borrower.

(d) Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 13.2 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to each Issuing Lender or the Swingline Lender hereunder; third, to Cash Collateralize each Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.17(a)(ii); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize each Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.17(a)(ii); sixth, to the payment of any amounts owing to the Lenders, each Issuing Lender or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any

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Lender, Issuing Lender or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 7.2 were satisfied and waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect to Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations with respect to Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.17(a)(i). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(d)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(ii) No Defaulting Lender shall be entitled to receive any fee pursuant to Section 4.1(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender); provided that such Defaulting Lender shall be entitled to receive fees pursuant to Section 4.1(c) for any period during which that Lender is a Defaulting Lender only to extent allocable to its pro rata share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.17(a).

(iii) With respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (ii) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to Section 2.17(a)(i), (y) pay to each Issuing Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to each Issuing Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(e) If the Borrower, the Administrative Agent and the Swingline Lender and each Issuing Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving effect to Section 2.17(a)(i)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

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2.18 Refinancing Amendments. (a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Debt in respect of (a) all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans) or (b) all or any portion of the Revolving Loans (or unused Revolving Loan Commitments) under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment; provided that, in addition to the other conditions set forth in the definition thereof, such Credit Agreement Refinancing Debt:

(i) will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder;

(ii) will have such pricing, premiums, optional prepayment terms and financial covenants as may be agreed by the Borrower and the Lenders thereof;

(iii) (x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Loans Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the Term Loans being refinanced;

(iv) subject to clause (ii) above, will have terms and conditions that are either (x) substantially identical to, or, taken as a whole, less favorable to the Lenders or Additional Lenders providing such Credit Agreement Refinancing Debt than, the Refinanced Debt; and

(v) the proceeds of such Credit Agreement Refinancing Debt shall be applied, substantially concurrently with the incurrence thereof, to the prepayment of outstanding Term Loans or reduction of Revolving Loans Commitments being so refinanced (and repayment of Revolving Loans outstanding thereunder);

provided further that the terms and conditions applicable to such Credit Agreement Refinancing Debt may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Refinancing Debt is issued, incurred or obtained. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 7.2 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 7.1. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower or any Restricted Subsidiary of Holdings, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Revolving Commitments subject to the approval of the Issuing Lender.

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(b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Debt incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments).

(c) Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement, any Intercreditor Agreement (or to effect a replacement of any Intercreditor Agreement) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of the Issuing Lender, participations in Letters of Credit expiring on or after the Revolving Loan Maturity Date shall be reallocated from Lenders holding Revolving Loans Commitments to Lenders holding extended revolving commitments in accordance with the terms of such Refinancing Amendment; provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding revolving commitments, be deemed to be participation interests in respect of such revolving commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

(d) Notwithstanding anything to the contrary in this Agreement, this Section 2.18 shall supersede any provisions in Sections 2.8 and 13.12 to the contrary and the Borrower and the Administrative Agent may amend Section 2.8 to implement any Refinancing Amendment.

SECTION 3. LETTERS OF CREDIT

3.1 Letters of Credit. (a) Subject to and upon the terms and conditions set forth herein, the Borrower may request that an Issuing Lender issue, at any time and from time to time on and after the Closing Date and before thirty (30) days prior to the Revolving Loan Maturity Date, for the account of the Borrower and for the benefit of (x) any Person, an irrevocable standby letter of credit, in a form customarily used by such Issuing Lender or in such other form as is reasonably acceptable to such Issuing Lender, and (y) sellers of goods to the Borrower or any of its respective Restricted Subsidiaries, an irrevocable trade letter of credit, in a form customarily used by such Issuing Lender or in such other form as has been approved by such Issuing Lender (each such letter of credit, together with any Existing Letter of Credit, a “Letter of Credit” and, collectively, the “Letters of Credit”); provided that in respect of this clause (y), neither Barclays Bank PLC nor any of its Affiliates shall be required to issue any such trade letters of credit hereunder. All Letters of Credit shall be denominated in Dollars or an Alternate Currency.

(b) Subject to and upon the terms and conditions set forth herein, each Issuing Lender agrees that it will, at any time and from time to time on and after the Closing Date and before thirty (30) days prior to the Revolving Loan Maturity Date, following its receipt of the respective Letter of Credit Request, issue for account of the Borrower, one (1) or more Letters of Credit as are permitted to remain outstanding hereunder without giving rise to a Default or an Event of Default; provided that no Issuing Lender shall be under any obligation to issue any Letter of Credit of the types described above if at the time of such issuance:

(A) any order, judgment or decree of any Governmental Authority shall purport by its terms to enjoin or restrain such Issuing Lender from issuing such Letter of Credit or any Requirement of Law applicable to such Issuing Lender or any request or directive (whether or not

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having the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated hereunder) not in effect with respect to such Issuing Lender on the date hereof, or any unreimbursed loss, cost or expense which was not applicable or in effect with respect to such Issuing Lender as of the date hereof and which such Issuing Lender reasonably and in good faith deems material to it; or

(B) such Issuing Lender shall have received from the Borrower, any other Loan Party or the Required Lenders prior to the issuance of such Letter of Credit notice of the type described in the third sentence of Section 3.3(b).

3.2 Maximum Letter of Credit Outstandings; Final Maturities. Notwithstanding anything to the contrary contained in this Agreement, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed the lesser of (x) $25,000,000 or (y) when added to the sum of (I) the aggregate principal amount of all Revolving Loans then outstanding and (II) the aggregate principal amount of all Swingline Loans then outstanding, an amount equal to the Total Revolving Loan Commitment at such time, (ii) no Letter of Credit shall be issued in an Alternate Currency the Stated Amount of which, when added to (x) the Letter of Credit Outstandings in respect of Letters of Credit denominated in Alternate Currencies (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time and (y) the aggregate principal amount of Revolving Loans denominated in Alternate Currencies and then outstanding, shall exceed the Foreign Revolving Sublimit and (iii) each Letter of Credit shall by its terms terminate on or before the earlier of (x) the date which occurs twelve (12) months after the date of the issuance thereof or such later date as may be acceptable to the Issuing Lender (although any such standby Letter of Credit may be extendible for successive periods of up to twelve (12) months or such later date as may be acceptable to the Issuing Lender, but, in each case, not beyond the third (3) Business Day prior to the Revolving Loan Maturity Date, on terms acceptable to the Issuing Lender) and (y) three (3) Business Days prior to the Revolving Loan Maturity Date. No Letter of Credit shall be issued in (A) Pounds Sterling, if the Stated Amount of such Letter of Credit, when added to (I) the aggregate amount of all Revolving Loans denominated in Pounds Sterling and (II) the Letter of Credit Outstanding in respect of Letters of Credit issued in Pounds Sterling (exclusive of Unpaid Drawings which are repaid on the date of, and prior to, the issuance of the respective Letter of Credit), exceeds the Pounds Sterling Sublimit and (B) Euros, if the Stated Amount of such Letter of Credit, when added to (I) the aggregate amount of all Revolving Loans denominated in Euros and (B) the Letter of Credit Outstanding in respect of Letters of Credit issued in Euros (exclusive of Unpaid Drawings which are repaid on the date of, and prior to, the issuance of the respective Letter of Credit), exceeds the Euro Sublimit.

3.3 Letter of Credit Requests; Minimum Stated Amount. (a) Whenever the Borrower desires that a Letter of Credit be issued for its account, the Borrower shall give the Administrative Agent and the respective Issuing Lender at least three (3) Business Days’ (or such shorter period as is acceptable to such Issuing Lender) written notice thereof (including by way of facsimile or other electronic means, including pdf). Each notice shall be in the form of Exhibit K, appropriately completed (each, a “Letter of Credit Request”).

(b) The making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower to the Lenders that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.2. Unless the respective Issuing Lender

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has received notice from the Borrower, any other Loan Party or the Required Lenders before it issues a Letter of Credit that one (1) or more of the conditions specified in Section 7 are not then satisfied, or that the issuance of such Letter of Credit would violate Section 3.2, then such Issuing Lender shall, subject to the terms and conditions of this Agreement, issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Lender’s usual and customary practices. Upon the issuance of or modification or amendment to any Letter of Credit, each Issuing Lender shall promptly notify the Borrower and the Administrative Agent, in writing of such issuance, modification or amendment and such notice shall be accompanied by a copy of such Letter of Credit or the respective modification or amendment thereto, as the case may be. Promptly after receipt of such notice the Administrative Agent shall notify the Participants, in writing, of such issuance, modification or amendment. On the first Business Day of each week, each Issuing Lender shall furnish the Administrative Agent with a written (including via facsimile) report of the daily aggregate outstandings of Letters of Credit issued by such Issuing Lender for the immediately preceding week. Notwithstanding anything to the contrary contained in this Agreement, in the event that a Lender Default exists with respect to any Revolving Lender, no Issuing Lender shall be required to issue, renew, extend or amend any Letter of Credit, unless such Issuing Lender has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Lender’s risk with respect to each Defaulting Lender’s participation in Letters of Credit issued by such Issuing Lender (which arrangements are hereby consented to by the Lenders), including by Collateralizing each Defaulting Lender’s RL Percentage of the Letter of Credit Outstandings with respect to such Letters of Credit (such arrangements, the “Letter of Credit Back-Stop Arrangements”).

(c) The initial Stated Amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to the respective Issuing Lender.

3.4 Letter of Credit Participations. (a) Immediately upon the issuance by an Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Revolving Lender, and each such Revolving Lender (in its capacity under this Section 3.4, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s RL Percentage, in such Letter of Credit, each drawing or payment made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments or RL Percentages of the Lenders pursuant to Section 2.14 or 13.4, it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings relating thereto, there shall be an automatic adjustment to the participations pursuant to this Section 3.4 to reflect the new RL Percentages of the assignor and assignee Lender, as the case may be.

(b) In determining whether to pay under any Letter of Credit, no Issuing Lender shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by an Issuing Lender under or in connection with any Letter of Credit issued by it shall not create for such Issuing Lender any resulting liability to the Borrower, any other Loan Party, any Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(c) In the event that an Issuing Lender makes any payment under any Letter of Credit issued by it and the Borrower shall not have reimbursed such amount in full to such Issuing Lender pursuant to Section 3.5(a), such Issuing Lender shall promptly notify the Administrative Agent, which shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally

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pay to such Issuing Lender the amount of such Participant’s RL Percentage of such unreimbursed payment in Dollars (or, in respect of Letters of Credit denominated in an Alternate Currency, such Alternate Currency) and in same day funds. If the Administrative Agent so notifies, prior to 12:00 Noon (New York City time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to the respective Issuing Lender in Dollars (or, in respect of Letters of Credit denominated in an Alternate Currency, such Alternate Currency) such Participant’s RL Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its RL Percentage of the amount of such payment available to respective Issuing Lender, such Participant agrees to pay to such Issuing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Lender at the overnight Federal Funds Rate for the first three (3) days and at the interest rate applicable to Revolving Loans that are maintained as Base Rate Loans for each day thereafter. The failure of any Participant to make available to an Issuing Lender its RL Percentage of any payment under any Letter of Credit issued by such Issuing Lender shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Lender its RL Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Lender such other Participant’s RL Percentage of any such payment.

(d) Whenever an Issuing Lender receives a payment of a reimbursement obligation as to which it has received any payments from the Participants pursuant to clause (c) above, such Issuing Lender shall pay to each such Participant which has paid its RL Percentage thereof, in Dollars (or, in respect of Letters of Credit denominated in an Alternate Currency, such Alternate Currency) and in same day funds, an amount equal to such Participant’s share (based upon the proportionate aggregate amount originally funded by such Participant to the aggregate amount funded by all Participants) of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective participations.

(e) Upon the request of any Participant, each Issuing Lender shall furnish to such Participant copies of any standby Letter of Credit issued by it and such other documentation as may reasonably be requested by such Participant.

(f) The obligations of the Participants to make payments to each Issuing Lender with respect to Letters of Credit shall be irrevocable and not subject to any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

(A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

(B) the existence of any claim, setoff, defense or other right which Holdings or any of its Subsidiaries may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Participant, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between Holdings or any Subsidiary of Holdings and the beneficiary named in any such Letter of Credit);

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(C) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(D) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or

(E) the occurrence of any Default or Event of Default.

3.5 Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one (1) Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.1(f) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided that to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the first Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.1(f), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.

(b) The obligations of the Borrower under this Section 3.5 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which Holdings or any Subsidiary of Holdings may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

3.6 Increased Costs. If at any time after the Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose,

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modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit, then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.6, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.6 shall, absent manifest error, be final and conclusive and binding on the Borrower. For the avoidance of doubt, this Section 3.6 shall not apply to any Taxes.

SECTION 4. COMMITMENT FEES; FEES; REDUCTIONS OF COMMITMENTS

4.1 Fees. (a) The Borrower agrees to pay to the Administrative Agent for distribution to each Non-Defaulting Revolving Lender a commitment fee (the “Commitment Fees”) for the period from and including the Closing Date to and including the Revolving Loan Maturity Date (or such earlier date on which the Total Revolving Loan Commitment has been terminated), computed at a rate per annum equal to the rate set forth in the definition of Applicable Margin of the Unutilized Revolving Loan Commitment of such Non-Defaulting Revolving Lender as in effect from time to time. For purposes of computing commitment fees, the Revolving Loan Commitment of any Revolving Lender shall be deemed to be used to the extent of the Unutilized Revolving Loan Commitment of the Revolving Loans and L/C Obligations of such Lender (but not to the extent of such Lender’s participations in outstanding Swingline Loans). Accrued Commitment Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the date upon which the Total Revolving Loan Commitment is terminated.

(b) The Borrower agrees to pay to the Administrative Agent for distribution to each Non-Defaulting Revolving Lender (based on each such Revolving Lender’s respective RL Percentage) a fee in respect of each Letter of Credit (the “Letter of Credit Fee”) for the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to the Applicable Margin as in effect from time to time during such period with respect to Revolving Loans that are maintained as LIBOR Loans on the daily Stated Amount of each such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the first day on or after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding.

(c) The Borrower agrees to pay to each Issuing Lender, for its own account, a facing fee in respect of each Letter of Credit issued by it (the “Facing Fee”) for the period from and including the date of issuance of such Letter of Credit to and including the date of termination or expiration of such Letter of Credit, computed at a rate per annum equal to 0.125% or such other amount as may be agreed by the applicable Issuing Lender on the daily Stated Amount of such Letter of Credit. Accrued Facing Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of the Total Revolving Loan Commitment upon which no Letters of Credit remain outstanding.

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(d) The Borrower agrees to pay to each Issuing Lender, for its own account, upon each payment under, issuance of, or amendment to, any Letter of Credit issued by it, such amount as shall at the time of such event be the administrative charge and the reasonable expenses which such Issuing Lender is generally imposing in connection with such occurrence with respect to letters of credit.

(e) The Borrower agrees to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as fee compensation for the funding of such Lender’s Initial Term Loan and the making of such Lender’s Revolving Loan Commitment, a closing fee (the “Closing Fee”) in an amount equal to (x) 0.50% of the amount of such Lender’s Initial Revolving Loan Commitment on the Closing Date and (y) 4.00% of the stated principal amount of such Lender’s Initial Term Loan made on the Closing Date. Such Closing Fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter and, in the case of the Term Loans, such Closing Fee shall be netted against Term Loans made by such Lender. [Reserved.]

(f) The Borrower agrees to pay to the Administrative Agent in Dollars such fees as may be agreed to in writing from time to time by Holdings or any of its Subsidiaries and the Administrative Agent (including, without limitation, all amounts owing under the Agency Fee Letter).

4.2 Voluntary Termination of Unutilized Revolving Loan Commitments. (a) Upon at least three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty to terminate the Total Unutilized Revolving Loan Commitment in whole, or reduce it in part, pursuant to this Section 4.2(a), in an integral multiple of $1,000,000 in the case of partial reductions to the Total Unutilized Revolving Loan Commitment; provided that each such reduction shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Revolving Lender. If such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Facilities (including in the context of a transaction involving a Change of Control), such notice of prepayment may be revoked if such Refinancing is not consummated, subject to payment of any costs referred to in Section 2.12 resulting therefrom.

(b) In the event of certain refusals by a Lender to consent to a Proposed Modification, the Borrower shall have the right, subject to obtaining the consents required by Section 13.12(b), upon three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Revolving Loan Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 2.12 but excluding the payment of amounts owing in respect of Loans of any Tranche maintained by such Lender, if such Loans are not being repaid pursuant to Section 13.12(b)) are repaid concurrently with the effectiveness of such termination (at which time Schedule I shall be deemed modified to reflect such changed amounts) and such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders, and at such time, unless the respective Lender continues to have outstanding Term Loans hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 2.11, 2.12, 3.6, 5.5, 12.6, 13.1 and 13.6), which shall survive as to such repaid Lender.

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4.3 Mandatory Reduction of Commitments. (a) In addition to any other mandatory commitment reductions pursuant to this Section 4.3, the InitialNew Term B-2 Loan Commitment of each Lender shall terminate in its entirety on the ClosingAmendment No. 1 Effective Date (after giving effect to the incurrence of Initialthe Term B-2 Loans on such date).

(b) In addition to any other mandatory commitment reductions pursuant to this Section 4.3, the Total Revolving Loan Commitment shall terminate in its entirety on, as applicable, (i) the Revolving Loan Maturity Date, (ii) the Incremental Revolving Loan Maturity Date or (iii) the Maturity Date for any Other Revolving Loan set forth in the Refinancing Amendment applicable thereto.

(c) Each reduction to, or termination of, the Total Revolving Loan Commitment pursuant to this Section 4.3 shall be applied to proportionately reduce or terminate, as the case may be, the Revolving Loan Commitment of each Lender with a Revolving Loan Commitment.

SECTION 5. PREPAYMENTS; PAYMENTS; TAXES

5.1 Voluntary Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty, subject to the requirements of Section 5.1, upon irrevocable notice delivered to the Administrative Agent not later than 12:00 Noon (New York City time) three (3) Business Days prior thereto, in the case of Fixed Rate Loans (other than Alternate Currency Loans), not later than 10:00 A.M. (New York City time) on the date of such payment, in the case of Base Rate Loans, and not later than 12:00 Noon (New York City time) four (4) Business Days prior thereto and in the case of Alternate Currency Loans, which notice shall be in the form of Exhibit O; provided that if a Fixed Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.12; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a Refinancing of the Facilities (including in the context of a transaction involving a Change of Control), such notice of prepayment may be revoked if such Refinancing is not consummated, subject to payment of any costs referred to in Section 2.12. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans, other than in connection with a repayment of all Loans, which shall be paid quarterly in arrears on each Quarterly Payment Date) accrued interest to such date on the amount prepaid. Prepayments shall be accompanied by Prepayment Fees required by Section 5.1(b), if any, and accrued interest. Partial prepayments of Term Loans shall be in an aggregate principal amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $250,000 and integral multiples of $100,000 in excess of that amount. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $250,000 and in integral multiples of $100,000 in excess of that amount.

(b) If the Borrower (x) prepays, refinances, substitutes or replaces any Term Loans in connection with a Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, then the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Term Lenders, (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (as applicable, the “Prepayment Fees”); provided that the Borrowers shall be subject to the requirements of this Section 5.1(b) only until the date that is the first anniversary of the Closing Date.

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(c) In the event of the refusal by a Lender to consent to a Proposed Modification, the Borrower may, upon five (5) Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay such Revolving Loans or Term Loans, as applicable (but, for the avoidance of doubt, not any other Loans (or Tranches) of such Lender that are not proposed to be modified by such Proposed Modification), including all amounts, if any, owing pursuant to Section 2.11, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (c), (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.2(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (c) shall have been obtained. Each prepayment of Term Loans pursuant to this Section 5.1(c) shall reduce the then remaining scheduled repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of each such scheduled repayment of the respective Tranche after giving effect to all prior reductions thereto).

(d) All voluntary prepayments of Term Loans in accordance with this Section 5.1 shall be applied to the remaining amortization payments under any Tranche of the Term Facility as directed by the Borrower (or, if the Borrower has not made such designation, in direct order of maturity).

5.2 Mandatory Repayments. (a) If any Indebtedness shall be incurred by Holdings or any of its Restricted Subsidiaries (other than any Indebtedness permitted to be incurred in accordance with Section 9.2), concurrently with, and as a condition to closing of such transaction, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment of the Term Loans as set forth in this Section 5.2.

(b) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, an amount equal to (I) the excess of (i) the applicable ECF Percentage of such Excess Cash Flow over (ii) to the extent not funded with the proceeds of long-term Indebtedness, the aggregate amount of all Purchases by any Permitted Auction Purchaser (determined by the actual cash purchase price paid by such Permitted Auction Purchaser for such Purchase and not the par value of the Loans purchased by such Permitted Auction Purchaser) and the aggregate amount of all optional prepayments of Term Loans or optional prepayments of Revolving Loans (other than in respect of any Revolving Loans to the extent there is not an equivalent permanent reduction in commitments thereunder) made, in each case, during the Specified Period for such Excess Cash Flow Period minus (II) $5,000,000, shall, on the relevant Excess Cash Flow Application Date, be applied toward the prepayment of the Term Loans as set forth in this Section 5.2; provided that the amount pursuant to this Section 5.2(b) shall not be less than $0. Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) not later than ten (10) Business Days after the earlier of (i) the date on which the financial statements of the referred to in Section 8.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered and (ii) the date such financial statements are actually delivered.

(c) If on any date Holdings or any of its Restricted Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or any Recovery Event, then such Net Cash Proceeds shall be applied within three (3) Business Days of such date to (A) prepay outstanding Term Loans in accordance with this Section 5.2 and (B) at the Company’s option, permanently prepay (including the cancellation of any revolving commitments thereunder) outstanding Indebtedness incurred pursuant to Section 9.2(c) that is First Priority

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Credit Agreement Refinancing Debt (the “Other Applicable Indebtedness”); provided that the Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries, to reinvest such Net Cash Proceeds within one (1) year of receipt thereof (or, if later, 180 days after the date the Borrower or a Restricted Subsidiary thereof has entered into a binding commitment to reinvest the Net Cash Proceeds thereof prior to the expiration of such one (1) year period) in assets useful in the business of the Borrower and its Subsidiaries or in connection with a Permitted Acquisition; provided further that any such Net Cash Proceeds may be applied to Other Applicable Indebtedness only (and not in excess of) the extent to that a mandatory prepayment in respect of such Asset Sale or Recovery Event is required under the terms of such Other Applicable Indebtedness (with any remaining Net Cash Proceeds applied to prepay outstanding Term Loans in accordance with the terms hereof) unless such application would result in the holders of Other Applicable Indebtedness receiving in excess of their pro rata share (determined on the basis of the aggregate outstanding principal amount of Term Loans and Other Applicable Indebtedness at such time) of such Net Cash Proceeds relative to Term Lenders, in which case such Net Cash Proceeds may only be applied to Other Applicable Indebtedness on a pro rata basis with outstanding Term Loans; provided further that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased, repaid or prepaid with any such Net Cash Proceeds, the declined amount of such Net Cash Proceeds shall promptly (and, in any event, within ten (10) Business Days after the date of such rejection) be applied to prepay Term Loans in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be applied if such Other Applicable Indebtedness was not then outstanding).

(d) Amounts to be applied in connection with prepayments made pursuant to this Section 5.2 shall be applied, first (if elected by the Borrower), to the next foureight (48) scheduled installments of principal of any Term Loans on a pro rata basis, second, to the remaining scheduled installments (other than the final installment at maturity) of principal of the any Term Loans on a pro rata basis, third, to the final installment of principal of any Term Loans at maturity on a pro rata basis, fourth, at any time after the Term Loans have been repaid or prepaid in full, to prepay any outstanding Revolving Loans (without reducing the Revolving Loan Commitments, on a pro rata basis) and fifth, as otherwise directed by the Borrower.

(e) The Borrower shall deliver to the Administrative Agent (who will notify each Lender) notice of each prepayment required under this Section 5.2 not less than three (3) Business Days prior to the date such prepayment shall be made (each such date, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the principal amount of each Loan (or portion thereof) to be prepaid and (iii) the Type of each Loan being prepaid. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 5.2, a certificate signed by an Authorized Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Lender holding Term Loans of the contents of the Borrower’s repayment notice and of such Lender’s pro rata share of any repayment. Each such Lender may reject all or a portion of its pro rata share of any mandatory repayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to this Section 5.2 by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower not later than 5:00 P.M. (New York City time) on the Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such repayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver such Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans to which such Lender is otherwise entitled. Any Declined Proceeds shall be retained by the Borrower and its Restricted Subsidiaries.

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(f) Notwithstanding the foregoing, all amounts to be applied in connection with prepayments pursuant to this Section 5.2 attributable to a Foreign Subsidiary shall be limited to the extent resulting in material adverse tax consequences (as reasonably determined by Holdings) and shall be subject to permissibility under local law of upstreaming proceeds (including financial assistance and corporate benefit restrictions and fiduciary and statutory duties of the relevant directors) (any such limitation, a “Repatriation Limitation”), in each case as set forth in a certificate delivered by an Authorized Officer of Holdings to the Administrative Agent”); provided that (i) Holdings and its Restricted Subsidiaries shall take commercially reasonable actions to permit repatriation of the proceeds subject to such prepayments in order to effect such prepayments without violating local law or incurring material adverse tax consequences or (ii) the proceeds subject to such prepayments are applied to the Indebtedness of the Foreign Subsidiary subject to the Repatriation Limitation to the extent such application does not violate local law or results in material adverse tax or accounting consequences.

(g) With respect to each repayment of Loans required by this Section 5.2, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Fixed Rate Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which such Fixed Rate Loans were made; provided that: (i) repayments of Fixed Rate Loans pursuant to this Section 5.2 may only be made on the last day of an Interest Period applicable thereto unless all Fixed Rate Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Fixed Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Fixed Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, (x) in the case of LIBOR Loans, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans and (y) in the case of Alternate Currency Loans, such Borrowing shall be repaid at the end of the then current Interest Period; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion.

5.3 Repayment of Revolving Excess, etc. In the event the aggregate amount of outstanding Revolving Loans, L/C Obligations then outstanding (calculated, in the case of Revolving Loans and L/C Obligations denominated in an Alternate Currency, at the Dollar Equivalent thereof) and outstanding Swingline Loans exceeds (the “Revolving Excess”) the Total Revolving Loan Commitments then in effect, the Borrower shall immediately repay Swingline Loans and Revolving Loans and Collateralize Letters of Credit to the extent necessary to remove such Revolving Excess; provided that if such Revolving Excess results from fluctuations in the Dollar Equivalent of Revolving Loans and/or Letters of Credit denominated in an Alternate Currency and such Revolving Excess exceeds 5% of the Total Revolving Loan Commitments at such time, such obligation to repay Loans and Collateralize Letters of Credit shall not be effective until five (5) Business Days after the date such Revolving Excess first commenced in an amount greater than 5% of the Total Revolving Loan Commitments (and shall not be required to the extent such Revolving Excess has ceased to exist as a result of fluctuations in currency values).

5.4 Method and Place of Payment. Except as otherwise specifically provided herein, all payments under this Agreement and under any Note shall be made to the Administrative Agent for the account of the Lender or Lenders entitled thereto not later than 1:00 P.M. (New York City time) on the date when due and shall be made in Dollars (or, in respect of Obligations denominated in an Alternate Currency, in such Alternate Currency) in immediately available funds at the Payment Office. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable at the applicable rate during such extension.

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5.5 Net Payments. (a) All payments made by or on behalf of a Loan Party hereunder and under any Note will be made without setoff, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any Taxes with respect to such payments, unless required by applicable law. If any Indemnified Taxes are so levied or imposed, the Borrower or any Guarantor, if applicable, agrees to pay the full amount of such Indemnified Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note will not be less than the amount provided for herein or in such Note after withholding or deduction for or on account of such Indemnified Taxes. The Loan Parties, if applicable, will furnish to the Administrative Agent within forty-five (45) days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower or such Guarantor. The Loan Parties shall pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes. The Loan Parties agree to indemnify and hold harmless the Administrative Agent, each Lender and each Issuing Lender, and to reimburse such Person upon its written request, for the amount of any Indemnified Taxes and Other Taxes levied or imposed and paid by such Person.

(b) Without limiting the generality of Section 5.5(c), each Lender, each Issuing Lender and the Administrative Agent (1) that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (each, a “Foreign Lender”) agrees to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to deliver to the Borrower) on or prior to the date it becomes a party to this Agreement, one of the following: (i) two accurate and complete original signed copies of IRS Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor forms) certifying to such Person’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note or (ii) if such Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either IRS Form W-8ECI or Form W-8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit L (any such certificate, a “Non-Bank Certificate”) and (y) two accurate and complete original signed copies of IRS Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note or (2) that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes, agrees to deliver to the Borrower and the Administrative Agent (or in the case of the Administrative Agent, to the Borrower) on or prior to the date it becomes a party to this Agreement, two accurate and complete original signed copies of IRS Form W-9 certifying to such Person’s entitlement to exemption from United States federal backup withholding, unless such Lender demonstrates that it is treated as an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii). In addition, the Administrative Agent, each Lender and each Issuing Lender agrees that from time to time after the Closing Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of IRS Form W-8ECI, Form W-8BEN (with respect to the benefits of any income tax treaty), Form W-8BEN (with respect to the portfolio interest exemption) and a Non-Bank Certificate, or Form W-9, as the case may be (or any successor forms thereof), in order to confirm or establish its continued entitlement to a complete exemption from United States withholding tax or backup withholding with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent (if applicable) of its inability to deliver any such form or certificate pursuant to this Section 5.5(b) (provided that delivery of such notification shall in no manner affect whether a Tax is an “Excluded Tax”).

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(c) If any Lender, any Issuing Lender or the Administrative Agent is entitled to an exemption from or reduction in withholding Tax with respect to payments under this Agreement and any Note, then such Lender or such Issuing Lender and the Administrative Agent agree to deliver to the Borrower and the Administrative Agent such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding.

(d) If a payment made to any Lender, any Issuing Lender or the Administrative Agent under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender, such Issuing Lender or the Administrative Agent, as applicable, were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender, such Issuing Lender and the Administrative Agent, as applicable, shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender, such Issuing Lender and the Administrative Agent have complied with their obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(e) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting or expanding the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.4(b) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f) If the Borrower or any Guarantor pays any additional amount or makes any indemnity payment under this Section 5.5 to a Lender, an Issuing Lender or the Administrative Agent and such Lender, Issuing Lender or the Administrative Agent determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (a “Tax Benefit”), such Lender, Issuing Lender or the Administrative Agent shall pay to the Borrower or applicable Guarantor, as the case may be, an amount that the Lender, Issuing Lender or the Administrative Agent shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by it in such year as a consequence of such Tax Benefit; provided that (i) any Lender, Issuing Lender or the Administrative Agent may determine, in its sole discretion consistent with its policies, whether to seek a Tax Benefit, (ii) any Taxes that are imposed on a Lender, Issuing Lender or the Administrative Agent as a result of a disallowance or reduction of any Tax Benefit with respect to which such Lender, Issuing Lender or the Administrative Agent has made a payment to the Borrower or the Guarantor pursuant to this Section 5.5(e) (and any interest or penalties imposed thereon) shall be treated as a Tax for which the Borrower or applicable Guarantor, as the case may be, is obligated to indemnify such Lender, Issuing Lender or the

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Administrative Agent pursuant to this Section 5.5 without any exclusions or defenses, (iii) nothing in this Section 5.5(e) shall require any Lender, Issuing Lender or the Administrative Agent to disclose any confidential information to the Borrower or the Guarantor (including, without limitation, its tax returns), and (iv) no Lender, Issuing Lender or the Administrative Agent shall be required to pay any amounts pursuant to this Section 5.5(e) at any time which a Default or Event of Default exists (provided that such amounts shall be credited against amounts otherwise owed under this Agreement by the Borrower or applicable Guarantor).

SECTION 6. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, each Loan Party hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that (provided that the representation and warranty in Section 6.2 shall not be made as of the Closing Date):

6.1 Financial Condition.

(a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at September 30, 2012 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds permitted under Section 8.15 thereof and (iii) the payment of fees and expenses on the Closing Date in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at September 30, 2012 assuming that the events specified in the preceding sentence had actually occurred at such date.

(b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2011, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on December 31, 2011, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents, any material Guarantee Obligations, contingent liabilities, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

6.2 No Change. After the Closing Date, since December 31, 2011, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

6.3 Existence; Compliance with Law. Each Loan Party (a) is duly organized, validly existing and in good standing (where applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (b) has the power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly

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qualified as a foreign corporation, company or other organization and in good standing (where applicable in the relevant jurisdiction) under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except in the case of clauses (c) and (d) above, to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.4 Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right, to execute, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement and to authorize the other Transactions. This Agreement has been and each other Loan Document upon execution will have been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

6.5 Consents. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect and (ii) the filings referred to in Section 6.19. No Governmental Approval or consent or authorization of, filing with, notice to or other act by or in respect of, any other Person is required in connection with the consummation of the Transactions (excluding the Loan Documents), except (i) Governmental Approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 6.19 and (iii) those, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

6.6 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any material Requirement of Law, any Contractual Obligation of any Group Member that is material to the Group Members, taken as a whole, or the Organizational Documents of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law, any such Organizational Documents or any such Contractual Obligation (other than the Liens created by the Security Documents). The consummation of the Transactions (excluding the Loan Documents) will not (a) violate (x) any Requirement of Law or any Contractual Obligation of any Group Member, except as would not reasonably be expected to have a Material Adverse Effect or (y) the Organizational Documents of any Loan Party and (b) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law, any such Organizational Documents or any such Contractual Obligation (other than the Liens created by the Security Documents).

6.7 Litigation. Except as set forth on Schedule 6.7, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Group Member, threatened by or against any Group Member or against any of their respective properties, assets or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

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6.8 [Reserved].

6.9 Ownership of Property; Liens. Each Group Member has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 9.3 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

6.10 Intellectual Property. Except as could not reasonably be expected to have a Material Adverse Effect, the Group Members own, or are licensed to use, all Intellectual Property used in the conduct of the business of the Group Members as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning any Group Member’s use of any Intellectual Property or the validity or effectiveness of any Group Member’s Intellectual Property or alleging that the conduct of any Group Member’s business infringes or violates the rights of any Person, nor does any Group Member know of any valid basis for any such claim except for such claims that could not reasonably be expected to impair or interfere in any material respect with the operations of the business conducted by the Group Members, taken as a whole, or result in a Material Adverse Effect.

6.11 Taxes. Except as, individually or in the aggregate, could not reasonably be expected have a Material Adverse Effect, (a) each Loan Party has filed or caused to be filed all Tax returns that are required to be filed and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes imposed on it or any of its property by any Governmental Authority (other than any Taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Loan Party) and (b) no Tax Lien has been filed, and, to the knowledge of any of the Group Members, no claim is being threatened in writing, with respect to any Taxes.

6.12 Federal Regulations. No Group Member is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for any purpose that violates the provisions of the regulations of the Board.

6.13 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of any Group Member, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.

6.14 ERISA. (a) Except as, individually or in the aggregate, could not reasonably be expected to result in material liability, neither a Reportable Event nor a failure to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA has occurred with respect to any Single Employer Plan or Multiemployer Plan. No Plan has applied for or received a waiver of the minimum funding standard or an extension of any amortization period within the meaning of Section 412 of

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the Code or Section 302 or 304 of ERISA. Each Plan has complied and is in compliance in form and operation with its terms and with the applicable provisions of ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where any failure to comply could not result in any material liability. No determination has been made that any Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA. Except as would not result in any material liability, all contributions required to be made with respect to a Plan have been timely made or have been reflected on the most recent consolidated balance sheet filed prior to the date hereof or accrued in the accounting records of the Borrower. No termination of a Single Employer Plan has occurred, no proceedings have been instituted to terminate or appoint a trustee to administer any Single Employer Plan, and no Lien in favor of the PBGC or a Plan has arisen. There exists no material Unfunded Pension Liability with respect to any Plan. None of any Group Member or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither any Group Member nor any Commonly Controlled Entity would become subject to any material liability under ERISA if any such Group Member or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent and neither any Group Member nor any Commonly Controlled Entity has received any notice, and no Multiemployer Plan has received from any Group Member or any Commonly Controlled Entity any notice that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). Neither any Group Member nor any Commonly Controlled Entity has engaged in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to a Plan that has resulted or could reasonably be expected to result in material liability, and none of Holdings, the Borrower, any Subsidiary nor any Commonly Controlled Entity has incurred any liability under Title IV of ERISA with respect to any Plan (other than premiums due and not delinquent under Section 4007 of ERISA).

(b) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of any Group Member or any Commonly Controlled Entity, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in material liability.

(c) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as would not reasonably be expected to result in a material liability. All contributions required to be made with respect to a Non-U.S. Plan have been timely made. None of Holdings or any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan.

6.15 Investment Company Act; Other Regulations. No Group Member is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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6.16 Capitalization and Subsidiaries. As of the Closing Date and after giving effect to the Transactions, Schedule 6.16 sets forth the name and jurisdiction of organization of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party. All of the issued and outstanding Capital Stock of the Subsidiaries owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership) duly authorized and issued and are fully paid and non-assessable (in each case, if relevant) free and clear of all Liens (other than Liens created under the Loan Documents and Permitted Liens).

6.17 Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a) the facilities and properties owned, leased or operated by any Group Member (the “Properties”) do not contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute, or could reasonably be expected to give rise to liability under, any Environmental Law;

(b) no Group Member has received or is aware of any notice of violation, alleged violation, non-compliance, liability or potential liability under or compliance with Environmental Laws with regard to any of the Properties or the business operated by any Group Member, nor does any Group Member have knowledge that any such notice will be received or is being threatened;

(c) Materials of Environmental Concern have not been released, transported or disposed of from the Properties in violation of, or in a manner or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been released, generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law;

(d) no judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Group Member, threatened, under any Environmental Law to which any Group Member is or will be named as a party with respect to the Properties or the business operated by any Group Member, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the business operated by any Group Member, nor, to the knowledge of any Group Member, are there any past or present actions, activities, circumstances, conditions, events or incidents with respect to the Properties or the business operated by any Group Member, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that could form the basis of any such action or order against any Group Member or against any person or entity whose liability for any such action or order any Group Member has retained or assumed either contractually or by operation of law, or otherwise result in any costs or liabilities under Environmental Law; and

(e) the Properties and all operations at the Properties are in compliance with all applicable Environmental Laws.

6.18 Accuracy of Information, etc. No written statement or information (other than the Projections and information of a general economic or general industry nature) concerning any Group Member contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished by or on behalf of any Group Member to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished,

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any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading. The projections and pro forma financial information, taken as a whole, contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made and as of the Closing Date (with respect to such projections and pro forma financial information delivered prior to the Closing Date), it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact, forecasts and projections are subject to uncertainties and contingencies, actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount and no assurance can be given that any forecast or projections will be realized.

6.19 Security Documents. (a) Each of the Security Documents is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Capital Stock described in the Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (including any foreign jurisdiction) (“Certificated Securities”), when certificates representing such Capital Stock are delivered to the Administrative Agent, and (ii) the other Collateral not described in clause (i) constituting personal property described in the Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 6.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 6.19(a), as the case may be, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the Liens securing the Obligations). Other than as set forth on Schedule 6.16, as of the Closing Date, none of the Capital Stock of the Borrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security.

(b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the Liens securing the Obligations. Schedule 6.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries, noting thereon each such property that has a fair market value, in the reasonable opinion of Holdings and as agreed to by the Administrative Agent, in excess of $5,000,000.

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6.20 Solvency. Holdings and its Restricted Subsidiaries, on a consolidated basis, are, and after giving effect to the Transactions and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith and the other transactions contemplated hereby and thereby, will be, Solvent.

6.21 Patriot Act; OFAC.

(a) Patriot Act. Each Loan Party is in compliance, in all material respects, with the requirements of the Patriot Act, to the extent applicable.

(b) OFAC. Except as otherwise disclosed to a Governmental Authority, Holdings and its Restricted Subsidiaries, during the last (5) five (5) years, have conducted their export transactions in accordance in all material respects with applicable provisions of U.S. export laws (including the Export Administration Regulations and the regulations administered by the Department of Treasury, Office of Foreign Assets Control (“OFAC”)), and other applicable export laws of the countries where such entity conducts business, and neither Holdings nor any of its Restricted Subsidiaries has received any notices of noncompliance, complaints or warnings with respect to its compliance with such U.S. export laws.

(c) Sanctioned Persons. Neither Holdings nor, to the knowledge of Holdings, any Loan Party or any director, officer, agent, or employee of any Loan Party, is currently subject to any United States sanctions administered by OFAC, and the Loan Parties will not, knowingly, directly or indirectly use the proceeds from the Loans or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of any Person currently subject to any United States sanctions administered by OFAC.

6.22 Status as Senior Indebtedness. The Obligations under the Facilities constitute a “Senior Secured Credit Facility” under the Senior Notes and “senior debt”, “senior indebtedness”, “guarantor senior debt”, “senior secured financing” and “designated senior indebtedness” (or any comparable term) for all Indebtedness (if any) that is subordinated in right of payment to the Obligations.

6.23 Anti Corruption Laws. Neither Holdings nor, to the knowledge of Holdings, any director, officer, agent, employee or Affiliate of Holdings or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) or any other applicable anti-corruption laws, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization or approval of the payment of any money, or other property, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office in contravention of the FCPA or any other applicable anti-corruption laws. Holdings and its Subsidiaries and their respective Affiliates have, to the best of their information and belief, during the last five years conducted their businesses in compliance, in all material respects, with applicable anti-corruption laws and the FCPA and will conduct their business in a manner designed to promote and achieve compliance, in all material respects, with such laws and with the representation and warranty contained herein.

SECTION 7. CONDITIONS PRECEDENT

7.1 Conditions to Initial Extension of Credit. The agreement of each Lender to make the initial extension of credit requested to be made by it under this Agreement on the Closing Date is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

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(a) Loan Documents. The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Borrower, Holdings, U.S. Holdings and each Subsidiary Guarantor and each Person listed on Schedule I, (ii) the Security Agreement, executed and delivered by each Loan Party party thereto, (iii) each other Security Document (other than any such documents provided pursuant to Section 8.12) executed and delivered by each Loan Party party thereto and (iv) the perfection Certificate executed and delivered by each Loan Party party thereto.

(b) Transactions. The Acquisition and the Equity Contribution shall have been or, substantially concurrently with the initial borrowing hereunder shall be, consummated in accordance with the terms of the Merger Agreement.

(c) No Indebtedness. After giving effect to the Transactions, Holdings and its Subsidiaries shall have outstanding no Indebtedness (other than the Indebtedness permitted to be outstanding under this Agreement) and the Administrative Agent shall have received reasonably satisfactory evidence of the termination of the Existing Senior Credit Facility and the release of all liens in connection therewith.

(d) Pro Forma Financial Information; Financial Statements. To the extent that Holdings receives such information under the Merger Agreement, the Initial Joint Lead Arrangers shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows related to the Borrower for the three most recently completed fiscal years ended at least ninety (90) days before the Closing Date, (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows related to the Borrower, for each subsequent fiscal quarter ended at least forty five (45) days before the Closing Date; and (c) a pro forma consolidated balance sheet and related pro forma consolidated statements of income of Holdings as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least forty five (45) days before the Closing Date (or, if the most recently completed fiscal period is the end of a fiscal year, ended at least ninety (90) days before the Closing Date), prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other statements of income).

(e) Fees. On the Closing Date, the Initial Joint Lead Arrangers, the Administrative Agent and the Lenders shall have received all costs, fees, expenses (including the reasonable fees and expenses of legal counsel to the Administrative Agent, title premiums, survey charges and recording taxes and fees) and other compensation contemplated by the Commitment Letter and Fee Letter required to be paid to the extent due and to the extent reasonably detailed invoices have been delivered to the Borrower at least three (3) business days prior to the Closing Date.

(f) Closing Certificates; Organizational Documents; Good Standing Certificates. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit M, with appropriate insertions and attachments, including certified organizational authorizations, incumbency certifications, the certificate of incorporation or other similar organizational document of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and bylaws or other similar organizational document of each Loan Party certified by an Authorized Officer of such Loan Party as being in full force and effect on the Closing Date, and (ii) a good standing certificate (long form, to the extent available) for each Loan Party from its jurisdiction of organization.

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(g) Legal Opinions. The Administrative Agent shall have received a legal opinion of each counsel listed on Schedule 7.1(g), which opinions, in each case, shall be in form and substance reasonably satisfactory to the Administrative Agent.

(h) Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the Certificated Securities pledged pursuant to the Security Documents, together with an undated stock power for each such Certificated Security executed in blank by a duly Authorized Officer of the pledgor thereof, and (ii) each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Documents endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.

(i) UCC Financing Statements. All UCC financing statements and filings with the United States Patent and Trademark Office and United States Copyright Office required to be filed in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described in the Security Documents shall have been delivered to the Collateral Agent in proper form for filing.

(j) Solvency Certificate. The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Holdings in the form of Exhibit N.

(k) Patriot Act. The Administrative Agent and the Lenders (to the extent reasonably requested in writing at least ten (10) days prior to the Closing Date) shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act.

(l) Representations and Warranties. (x) The Specified Representations shall be true and correct in all material respects on and as of the Closing Date (except in the case of any Specified Representation that expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be) and (y) the Merger Agreement Representations shall be true and correct on and as of the Closing Date; provided that in respect of this clause (y), that to the extent that any of the Company Representations are qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, the definition thereof shall be a Company Material Adverse Effect (as defined in the Merger Agreement and not defined herein) for purposes of any such representations and warranties made or deemed made on, or as of, the Closing Date (or any date prior thereto).

(m) No MAE. Since (i) December 31, 2011 through the date hereof except as disclosed in the Company SEC Documents (as defined in the Merger Agreement) or the Company Disclosure Letter (as defined in the Merger Agreement) and (ii) the date hereof, in each case, there has not been any Company Material Adverse Effect.

Notwithstanding the foregoing, to the extent any Collateral or any security interest therein (other than the pledge and perfection of security interests in the Certificated Securities of any Loan Party (other than Holdings) and other assets pursuant to which a lien may be perfected by the filing of a financing statement under the UCC or customary intellectual property security filings with the United States Patent and Trademark Office and the United States Copyright Office) is not provided on the Closing Date after Holdings’ use of commercially reasonable efforts to do so or cannot be provided or perfected without undue burden or expense, the provision and/or perfection of such security interests in such Collateral shall not constitute a condition precedent to the availability of any Facility on the Closing Date, but shall be required

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to be provided and/or perfected within ninety (90) days after the Closing Date (and in any event, in the case of the pledge of and perfection of security interests in Collateral not otherwise required on the Closing Date, subject to extensions granted by the Administrative Agent in its reasonable discretion).

Each borrowing by, and each issuance, renewal, extension, increase or amendment of a Letter of Credit on behalf of, the Borrower hereunder on the Closing Date shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 7.1 have been satisfied.

7.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to be made by it on any date (other than its initial extension of credit on the Closing Date) is subject to the satisfaction of the following conditions precedent (unless as otherwise provided in the Amendment No. 1) and, in the case of any incurrence of Revolving Loans or Swingline Loans or request for the issuance of a Letter of Credit on any Compliance Date, the additional condition precedent set forth in Section 7.3:

(a) Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) on and as of such date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except where such representations and warranties are already qualified by materiality, in which case such representation and warranty shall be accurate in all respects) as of such earlier date.

(b) No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date.

Each borrowing by, and each issuance, renewal, extension, increase or amendment of a Letter of Credit on behalf of, the Borrower hereunder after the Closing Date shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 7.2 have been satisfied.

7.3 Condition to each Revolving Loan, Swingline Loan and Letter of Credit. Without the written consent of the Required Revolving Lenders, the Borrower shall not be permitted to incur Revolving Loans or Swingline Loans or request the issuance of Letters of Credit on a Compliance Date (including a date that would become a Compliance Date after giving effect to any such incurrence or issuance), unless the Borrower shall be in compliance with the Financial Covenant as of the last day of the most recently completed Test Period.

Each borrowing by, and each issuance, renewal, extension, increase or amendment of a Letter of Credit on behalf of, the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 7.3 have been satisfied.

SECTION 8. AFFIRMATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, until all Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification and

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reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or have been Collateralized, each of Holdings and the Borrower shall, and shall cause each of its Restricted Subsidiaries to:

8.1 Financial Statements. Furnish to the Administrative Agent (who shall promptly furnish to each Lender):

(a) as soon as available, but in any event within (x) 120 days after the end of the fiscal year of Holdings ending December 31, 2012 and (y) 105 days after the end of each other fiscal year of Holdings, a copy of the audited consolidated balance sheet of Holdings and its Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (other than with respect to or resulting from the maturity of any Loans under this Agreement occurring within one (1) year from the time such opinion is delivered), by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing; and

(b) as soon as available, but in any event (x) not later than sixty (60) days after the end of the fiscal quarter of Holdings ending March 31, 2013 and (y) after the end of each of the first three (3) quarterly periods of each fiscal year of Holdings, commencing with the fiscal quarter ending June 30, 2013, within the time periods specified in the SEC’s rules and regulations (as in effect on the Closing Date) for non-accelerated filers, the unaudited consolidated balance sheet of Holdings and its Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by an Authorized Officer of Holdings as fairly stating in all material respects the financial position of Holdings and its Subsidiaries in accordance with GAAP for the period covered thereby (subject to normal year end audit adjustments and the absence of footnotes).

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and (except as otherwise provided below) in accordance with GAAP applied consistently (except to the extent any such inconsistent application of GAAP has been approved by such accountants (in the case of clause (a) above) or officer (in the case of clause (b) above), as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

8.2 Certificates; Other Information. Furnish to the Administrative Agent (other than in the case of clause (f) below, who shall promptly furnish to each Lender):

(a) Promptly upon the request of the Administrative Agent, in connection with the delivery of any financial statements or other information pursuant to Section 8.1 or this Section 8.2, confirmation of whether such statements or information contain any Private Lender Information. Holdings, the Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, Holdings, their respective Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to Section 8.1 or this Section 8.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrower has indicated contains Private Lender Information shall not be posted on that portion of the Platform designated for such public-side Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to Section 8.1 or this Section 8.2

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contains Private Lender Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrower, Holdings, their respective Subsidiaries and their securities;

(b) concurrently with the delivery of any financial statements pursuant to Section 8.1, (i) a Financial Statements Certificate, which shall, among other things, state that such Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such Financial Statements Certificate, (ii) (x) to the extent that compliance with the Financial Covenant under Section 9.1 was required on the last day of the period covered by such financial statements, a compliance certificate in the form of Exhibit B to the Financial Statements Certificate containing all information and calculations necessary for determining compliance by the Borrower with the Financial Covenant as of the last day of the respective fiscal quarter or fiscal year of Holdings, as the case may be and (y) to the extent not previously disclosed to the Administrative Agent, a description in each Financial Statements Certificate of any change in the jurisdiction of organization of any Loan Party and (iii) in the case of the financial statements delivered pursuant to Section 8.1(a), a negative assurance letter by Ernst & Young, LLP or other independent certified public accountants of nationally recognized standing who opined on such financial statements stating that, in connection with the normal course procedures conducted in an audit of such consolidated financial statements, no condition or event that constitutes a Default or an Event of Default has come to their attention;

(c) concurrently with the delivery of any financial statements pursuant to Section 8.1(a), a Financial Statements Certificate (i) certifying a list of names of all Immaterial Subsidiaries, that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all such Subsidiaries in the aggregate do not exceed the limitations set forth in the definitions of the terms “Immaterial Foreign Subsidiary” and “Immaterial Domestic Subsidiary,” as applicable, (ii) certifying a list of names of all Unrestricted Subsidiaries and that each Subsidiary set forth on such list individually qualifies as an Unrestricted Subsidiary and (iii) setting forth the amount, if any, of Excess Cash Flow for such fiscal year (commencing with the financial statements delivered in respect of the fiscal year ending December 31, 2013) together with the calculation thereof in reasonable detail;

(d) Commencing with the Fiscal Year ending December 31, 2013, as soon as available, and in any event no later than forty five (45) days after the end of each fiscal year of Holdings, a detailed consolidated budget for the following fiscal year (including (i) projected consolidated quarterly income statements and (ii) projected consolidated annual balance sheets of Holdings and its Subsidiaries, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall be based on reasonable estimates, information and assumptions that are reasonable at the time in light of the circumstances then existing, it being understood that projections are subject to uncertainties and there is no assurance that any projections will be realized;

(e) promptly following any Lender’s request therefor, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering or terrorist financing rules and regulations, including the Patriot Act; and

(f) as promptly as reasonably practicable from time to time following the Administrative Agent’s request therefor, such other non-privileged information regarding the operations, business affairs and financial condition of Holdings, the Borrower or any Restricted Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent may reasonably request.

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8.3 Payment of Taxes. Pay and discharge all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, in each case on a timely basis, and all lawful claims which, if unpaid, might become a lien or charge upon any properties, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

8.4 Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain or obtain all Governmental Approvals and all other all rights, privileges and franchises, in each case necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted hereunder and except, in the case of clause (i) (in respect of Restricted Subsidiaries of Holdings that are not Loan Parties) and (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) comply with all Requirements of Law (including Environmental Laws) except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) comply with all Governmental Approvals except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

8.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear and casualty and condemnation excepted, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, (b) maintain all the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names used in the conduct of its business, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and businesses in a manner consistent with industry practice for companies similarly situated owning similar properties and engaged in similar businesses, and all such insurance shall name the Collateral Agent as mortgagee (in the case of property insurance) or additional insured on behalf of the Secured Parties (in the case of liability insurance) or loss payee (in the case of property insurance), as applicable. If any portion of the Mortgaged Property at any time is located in an area identified by the Federal Emergency Management Agency (or any successor agent) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then the Borrower shall, or shall cause the applicable Loan Party to (a) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (b) deliver to the Collateral Agent evidence of such compliance.

8.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries full, true and correct in all material respects in conformity with all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and from which financial statements conforming with GAAP can be derived and (b) permit, at the Borrower’s expense, representatives of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours, upon reasonable prior notice, and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of Holdings and its Restricted Subsidiaries with employees of Holdings and its Restricted Subsidiaries and with the independent certified public accountants of Holdings and its Restricted Subsidiaries; provided that (i) in no event shall there be more than one such visit for the Administrative Agent and its representatives as a group per calendar year, except during the continuance of an Event of Default and (ii) the Borrower shall have the right to be present during any discussions with accountants.

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8.7 Notices.

(a) Promptly (and in any event, within two (2) Business Days after actual knowledge thereof by an Authorized Officer of Holdings or the Borrower) give notice to the Administrative Agent (who shall promptly furnish to each Lender) of the occurrence of any Default or Event of Default;

(b) Promptly (and in any event, within two (2) Business Days after actual knowledge thereof by an Authorized Officer of Holdings or the Borrower) give notice to the Administrative Agent (who shall promptly furnish to each Lender) of any litigation, investigation or proceeding that may exist at any time involving Holdings or any Restricted Subsidiary, that (i) could reasonably be expected to have a Material Adverse Effect or (ii) which relates to any Loan Document;

(c) Promptly (and in any event within thirty (30) days after Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity knows or has reason to know thereof) give notice to the Administrative Agent (who shall promptly furnish to each Lender) of the following events: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan or Non-U.S. Plan in a material amount, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan that would result in the imposition of a material withdrawal liability, (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination (in other than a “standard termination” as defined in ERISA), Reorganization or Insolvency of, any Plan, (iii) that a Plan has failed to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA, or an application may be or has been made for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 302 or 304 of ERISA with respect to a Plan, (iv) that a determination has been made that any Single Employer Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA, (v) that a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA, (vi) that any contribution required to be made with respect to a Single Employer Plan, Multiemployer Plan or Non-U.S. Plan has not been timely made, (vii) that a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA has occurred with respect to a Plan, (viii) that there has been a material increase in Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, (ix) the existence of potential withdrawal liability under Section 4201 of ERISA, if Holdings, the Borrower, any Subsidiary and any Commonly Controlled Entities were to withdraw completely from any and all Multiemployer Plans, (x) the adoption of, or the commencement of contributions to, any Single Employer Plan by Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity, (xi) the adoption of any amendment to a Single Employer Plan which results in a material increase in contribution obligations of Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity, or (xii) the imposition of liability under Title IV of ERISA with respect to any Plan (other than premiums due but not delinquent under Section 4007 of ERISA); and

(d) Promptly (and in any event, within two (2) Business Days after actual knowledge thereof by an Authorized Officer of Holdings or the Borrower) give notice to the Administrative Agent (who shall promptly furnish to each Lender) of any development or event that has had or could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 8.7 shall be accompanied by a statement of an Authorized Officer of Holdings setting forth details of the occurrence referred to therein and stating what action the relevant Person proposes to take with respect thereto.

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8.8 Additional Collateral, etc.

(a) Subject to and consistent with the Security and Guarantee Principles, with respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (other than any property described in paragraph (b), (c) or (d) below) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, within thirty (30) days of such acquisition (or ninety (90) days in the case of an acquisition by a Foreign Subsidiary that is a Loan Party), or such longer period as agreed to by the Collateral Agent in its sole discretion, (i) execute and deliver to the Collateral Agent such amendments or supplements to the applicable Security Documents or such other documents as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable first priority security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by other applicable law or as may reasonably be requested by the Collateral Agent.

(b) Subject to and consistent with the Security and Guarantee Principles, with respect to any interest in any Real Property (excluding any Leaseholds) having a fair market value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party, within ninety (90) days (or such longer period as agreed to by the Collateral Agent in its sole discretion) of the acquisition of such interest, (i) execute and deliver a Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in Real Property, along with a corresponding UCC fixture filing for filing in the applicable jurisdiction, each in form and substance reasonably satisfactory to the Collateral Agent, as may be necessary to create a valid, perfected first and subsisting Lien, subject to liens permitted under Section 9.3, against such Real Property, (ii) provide the Lenders with title and extended coverage insurance covering such interest in Real Property in an amount at least equal to the fair market value of such Real Property (or such lesser amount as shall be specified by the Collateral Agent) together with title endorsements reasonably requested by the Collateral Agent, (iii) provide the Lenders with an ALTA survey thereof (or an existing survey accompanied, if necessary, by a “no-change” affidavit and/or other documents if same is/are sufficient for the title insurer to issue survey coverage in the applicable title policy, remove therefrom the standard survey exceptions, and issue the endorsements required pursuant to subsection (ii) above), together with a surveyor’s certification, (iv) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the applicable title policy and endorsements referenced in clause (ii) above, (v) deliver to the Collateral Agent legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may reasonably request, including, without limitation, the enforceability, due authorization, execution and delivery of the applicable Mortgage, (vi) deliver to the Collateral Agent a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Real Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the applicable Loan Party entering into the applicable Mortgage), and in the event any such Real Property or a portion thereof is located within an area designated by the Director of the Federal Emergency Management Agency to be a “special flood hazard area” and as required by applicable law, evidence of a flood insurance policy for such Real Property or the applicable portion thereof; and (vii) such other information, documentation (including, but not limited to, appraisals, environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements), certifications, in each case, as may be reasonably required by the Collateral Agent or necessary in order to create a valid, perfected first and subsisting Lien subject to liens permitted under Section 9.3 against the Real Property covered by the applicable Mortgage.

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(c) Subject to and consistent with the Security and Guarantee Principles, with respect to any new Subsidiary Guarantor created or acquired after the Closing Date by any Loan Party, within thirty (30) days of such creation or acquisition (or ninety (90) days in the case of a Subsidiary Guarantor that is a Foreign Subsidiary), or such longer period as agreed to by the Collateral Agent in its sole discretion, (i) execute and deliver to the Collateral Agent such amendments to this Agreement and the Security Documents and such comparable documentation or other Security Documents as the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary Guarantor that is owned by any Loan Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a Subsidiary Guarantor and guarantee the Obligations, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or such comparable documentation or other Security Documents requested by the Collateral Agent, as applicable, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets (other than Excluded Assets) of such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or comparable documentation or by other applicable law or as may be requested by the Collateral Agent and (c) to deliver to the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of Exhibit M, with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such new Subsidiary Guarantor in form and substance satisfactory to the Collateral Agent and (iv) if such new Subsidiary Guarantor owns real property with a fair market value of at least $5,000,000, within ninety (90) days of such party becoming a Subsidiary Guarantor (or such longer period as agreed to by the Collateral Agent in its sole discretion), deliver the documents required pursuant to Section 8.8(b) hereof.

(d) Subject to and consistent with the Security and Guarantee Principles, with respect to any new Restricted Subsidiary which is an Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Closing Date by any Loan Party, within ninety (90) days of such creation or acquisition, (i) execute and deliver to the Collateral Agent such Security Documents or amendments thereto as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the Capital Stock of such entity; provided that not more than 65% of the total outstanding Capital Stock of any such Excluded Foreign Subsidiary shall be pledged, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party and (iii) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may request.

(e) With respect to any new Non-Guarantor Subsidiary created or acquired after the Closing Date by any Loan Party (but excluding any Excluded Foreign Subsidiary and any Non-Guarantor Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person party thereto), within thirty (30) days of such creation or acquisition (or such longer period as agreed to by the Collateral Agent in its sole discretion), (i) execute and deliver to the Collateral Agent such Security Documents or amendments thereto as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party, (ii) deliver to the Collateral Agent the

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certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party, (iii) cause such new Subsidiary Guarantor to deliver to the Collateral Agent a certificate of such Subsidiary Guarantor, substantially in the form of Exhibit M, with appropriate insertions and attachments (including modifications based on the Security and Guarantee Principles), and (iv) if reasonably requested by the Collateral Agent, deliver to the Collateral Agent legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may request.

8.9 Credit Ratings. Use commercially reasonable efforts to maintain at all times a credit rating by each of S&P and Moody’s in respect of the Facilities provided for under this Agreement and a corporate rating by S&P and a corporate family rating by Moody’s for the Borrower (it being understood that there shall be no requirement to maintain any specific credit rating).

8.10 Further Assurances. At any time or from time to time upon the request of the Administrative Agent, at the expense of the Borrower, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may reasonably request in order to effect fully the purposes of the Loan Documents. In furtherance and not in limitation of the foregoing, the Loan Parties shall take such actions as the Administrative Agent may reasonably request from time to time (including, without limitation, the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, stock powers, financing statements and other documents, the filing or recording of any of the foregoing, and the delivery of stock certificates and other collateral with respect to which perfection is obtained by possession, in each case to the extent required by the applicable Loan Documents) to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets (other than those assets specifically excluded by the terms of this Agreement and the other Loan Documents) of such Loan Parties on a first priority basis (subject to Liens permitted hereunder).

8.11 Designation of Unrestricted Subsidiaries. The board of directors (or similar governing body) of Holdings may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing, (ii) such designation complies with Section 9.7, (iii) immediately after giving effect to such designation, the Borrower shall be in compliance with the Financial Covenant (whether or not then in effect), determined on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 8.1(a) or (b), as if such designation had occurred on the last day of such fiscal quarter of Holdings, (iv) any Restricted Subsidiary so designated does not own Capital Stock in another Restricted Subsidiary) and (v) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement and the Senior Notes Documents. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party therein at the date of designation in an amount equal to the fair market value of the applicable Loan Party’s investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of such Loan Party’s Investment in such Subsidiary. Notwithstanding the foregoing, Holdings, U.S. Holdings and the Borrower shall not be permitted to be an Unrestricted Subsidiary. Any such designation by the board of directors (or similar governing body) of Holdings shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the board of directors (or similar governing body) of Holdings giving effect to such designation and a certificate of an Authorized Officer of Holdings certifying that such designation complied with the foregoing provisions.

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8.12 Post-Closing Matters. Cause to be delivered or performed the documents and other agreements set forth on Schedule 8.12 within the time frames specified on such Schedule 8.12.

8.13 Interest Rate Protection. Within ninety (90) days after the Closing Date, obtain from a counterparty satisfactory to the Administrative Agent interest rate protection through Interest Rate Protection Agreements satisfactory to the Administrative Agent against increases in the interest rates with respect to a notional amount of Indebtedness such that not less than 50% of the Funded Debt of the Borrower and its Restricted Subsidiaries outstanding as of the Closing Date will be either (i) subject to such Interest Rate Protection Agreements or (ii) fixed-rate Indebtedness, in each case for a period of not less than three years following the Closing Date.

8.14 ERISA. Cause each Commonly Controlled Entity to (i) maintain all Plans that are presently in existence or may, from time to time, come into existence, in compliance with the terms of any such Plan, ERISA, the Code and all other applicable laws and (ii) make or cause to be made contributions to all Plans in a timely manner and, with respect to Single Employer Plans, in a sufficient amount to comply with the requirements of Sections 302 and 303 of ERISA and Sections 412 and 430 of the Code, in each case except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

8.15 Use of Proceeds.

(a) The proceeds of the Initial Term B-2 Loans made or incurred on the Closing Date shall be used, together with the proceeds of the issuance of the Senior Notes and the proceeds of the Equity Contribution and cash on hand, solely to pay the consideration for the Acquisition, to effect the Transaction Refinancing of the existing Indebtedness of the Borrower and its Subsidiaries (including accrued and unpaid interest and applicable premiums)Amendment No. 1 Effective Date shall be used to repay or replace that portion of the Initial Term Loans outstanding that are not amended as Term B-1 Loans prior to the Amendment No. 1 Effective Date and to pay fees and expenses related to the Transactions.transactions described in Amendment No. 1.

(b) The Group Members shall use the proceeds of the Incremental Term Loans, Other Term Loans, Revolving Loans and the Letters of Credit for working capital, Consolidated Capital Expenditures and for other general corporate purposes (including Permitted Acquisitions).

SECTION 9. NEGATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, until all Commitments have been terminated and the principal of and interest on each Loan, all fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and all Letters of Credit have been canceled, have expired or have been Collateralized, each of Holdings and the Borrower shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly:

9.1 Maximum Total Net Secured Leverage Ratio. Without the written consent of the Required Revolving Lenders, permit the Total Net Secured Leverage Ratio, on a Pro Forma Basis, as of the last day of any fiscal quarter set forth below on which a Compliance Date has occurred to be greater than the ratio set forth opposite such fiscal quarter:

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Fiscal Quarter	Ratio
March 2013		5.00:1.00
June 2013		4.75:1.00
September 2013		4.50:1.00
December 2013		4.00:1.00
Thereafter		4.00:1.00

9.2 Indebtedness. Incur any Indebtedness, except:

(a) Indebtedness pursuant to any Loan Document;

(b) Indebtedness pursuant to the Senior Notes Documents;

(c) First Priority Credit Agreement Refinancing Debt and Second Priority Credit Agreement Refinancing Debt;

(d) Unsecured Credit Agreement Refinancing Debt;

(e) Indebtedness of the Group Members that satisfies the Applicable Requirements in an aggregate principal amount not to exceed the Maximum Ratio Indebtedness Amount; provided that the aggregate principal amount of Indebtedness permitted to be incurred by Group Members that are not Loan Parties pursuant to this Section 9.2(e) shall not exceed $25,000,000.

(f) Indebtedness (including, without limitation, Capital Lease Obligations) of the Group Members secured by Liens permitted by Section 9.3(j) in an aggregate principal amount not to exceed the greater of (x) $50,000,000 and (y) 2.5% of Consolidated Total Assets (as of the last day of the most recent Test Period prior to incurrence of such Indebtedness for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)) at any one time outstanding;

(g) Indebtedness of (x) the Borrower to any other Group Member, (y) any Group Member (other than the Borrower) to any other Group Member (other than the Borrower); provided that the aggregate principal amount of Indebtedness owed by any Non-Guarantor Subsidiary or Excluded Foreign Subsidiary to the Borrower or any other Loan Party shall not exceed at any time outstanding the amount permitted to be invested in Non-Guarantor Subsidiaries and Excluded Foreign Subsidiaries pursuant to clauses (e), (f), (u), (bb) and (dd) of Section 9.7, and (z) any Non-Guarantor Subsidiary or Excluded Foreign Subsidiary to any other Non-Guarantor Subsidiary or Excluded Foreign Subsidiary;

(h) Indebtedness of Foreign Subsidiaries that are not Subsidiary Guarantors in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding;

(i) Indebtedness consisting of Guarantee Obligations by the Borrower or any Guarantor of (x) Indebtedness otherwise permitted under this Section 9.2 or (y) Indebtedness of any Group Member that is not a Loan Party to the extent permitted under Section 9.7;

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(j) Indebtedness outstanding on the Closing Date and listed on Schedule 9.2(j);

(k) Indebtedness in respect of Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary has exposure and not for speculative purposes;

(l) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

(m) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees, import and export custom and duty guaranties and similar obligations, or obligations in respect of letters of credit or bank acceptances or similar instruments related thereto, in each case provided in the ordinary course of business;

(n) Indebtedness consisting of obligations under deferred compensation, purchase price, earn outs, escrows or other similar arrangements incurred by, or guarantees or letters of credit, surety bonds or performance bonds securing the performance of, such Person in connection with the Transactions and Permitted Acquisitions or any other acquisitions permitted hereunder;

(o) Cash Management Obligations and Guarantee Obligations in respect thereof, and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts and credit card programs, in the ordinary course of business;

(p) Indebtedness consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(q) Indebtedness that represents a Permitted Refinancing of any of the Indebtedness permitted under this Section 9.2 (other than Section 9.2(a));

(r) Indebtedness assumed in connection with Permitted Acquisitions so long as such Indebtedness is not incurred to finance or in contemplation of any such acquisition and such assumed Indebtedness (i) if the aggregate principal amount of Indebtedness assumed under this clause (r) exceeds $5,000,000, after giving effect to the assumption of such Indebtedness and such Permitted Acquisition on a Pro Forma Basis as of the last day of the most recent fiscal quarter of Holdings for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), (A) the Total Net Secured Leverage Ratio does not exceed 3.50:1.00 and (B) the Total Net Leverage Ratio does not exceed 5.50:1.00 and (ii) before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing;

(s) Indebtedness constituting indemnification and reimbursement obligations in connection with sales and dispositions permitted under this Agreement;

(t) guarantees by the Group Members in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Group Members;

(u) Capital Lease Obligations to the extent constituting Attributable Debt arising in Sale Leaseback Transactions permitted by Section 9.10;

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(v) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence;

(w) additional Indebtedness of the Group Members in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding;

(x) Guarantees by the Loan Parties of unsecured Indebtedness or other obligations of Foreign Subsidiaries that are not Subsidiary Guarantors; provided that (i) in no event shall the aggregate amount of all such Guarantees made during any fiscal year exceed $30,000,000 in the aggregate (it being understood and agreed that as any Guarantee by the Loan Parties made pursuant to this clause (i) in a fiscal year lapses or otherwise terminates during such fiscal year, the Loan Parties may make additional Guarantees pursuant to this clause (y) during such fiscal year) and (ii) in no event shall the aggregate outstanding amount of all such Guarantees exceed $60,000,000 in the aggregate at any one time outstanding; and

(y) Indebtedness of Holdings or a Group Member to a direct or indirect parent of Holdings in connection with, and in an amount not exceeding that set out in, Section 9.6(q).

The accrual of interest, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Indebtedness for purposes of this Section 9.2.

For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the Spot Currency Exchange Rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the Spot Currency Exchange Rate in effect on the date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Indebtedness so Refinanced does not exceed the principal amount of such Indebtedness being Refinanced.

Notwithstanding the foregoing, the principal amount of any Indebtedness incurred to Refinance other Indebtedness, if incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the Spot Currency Exchange Rate that is in effect on the date of such Refinancing.

9.3 Liens. Incur any Lien upon any of its property, whether now owned or hereafter acquired, except:

(a) Liens securing Indebtedness of the Group Members incurred pursuant to Section 9.2(c), (e), (q) (but only to the extent that the Indebtedness refinanced by any Permitted Refinancing was secured) and (r) (but only to the extent of the assets acquired in the respective Permitted Acquisition) and any Permitted Refinancing thereof, so long as such Liens are subject to the terms of an Intercreditor Agreement;

(b) Liens securing Indebtedness or other obligations in an amount not to exceed $20,000,000 at any time outstanding, including pari passu Liens and Liens securing Junior Financing on the Collateral securing the Obligations so long as no Default or Event of Default shall have occurred and be continuing;

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(c) Liens on cash or Cash Equivalents securing obligations under Swap Agreements permitted hereunder;

(d) Liens for taxes, assessments or governmental charges or levies not yet delinquent or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of Holdings, the Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP;

(e) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s, suppliers’ or other like Liens arising in the ordinary course of business that are not overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of Holdings, the Borrower or the applicable Restricted Subsidiary, as the case may be, in conformity with GAAP;

(f) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

(g) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, utilities, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(h) easements, rights-of-way, restrictions and other similar encumbrances that, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Group Members at the property;

(i) Liens (i) in existence on the Closing Date listed on Schedule 9.3(i); provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of Indebtedness secured thereby is not increased (except to the extent of accrued interest, premiums and fees and expenses payable in connection with a Refinancing) and (ii) securing any Refinancings of Obligations secured by Liens referenced on Schedule 9.3(i) and permitted under Section 9.2(q);

(j) Liens securing Indebtedness of the Group Members incurred pursuant to Section 9.2(f) to finance the acquisition of fixed or capital assets or to Refinance Indebtedness incurred for such purpose; provided that (i) such Liens shall be created within 180 days following the acquisition of such fixed or capital assets or such Refinancing, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and accessions thereto and (iii) in the case of any such Refinancing, the amount of Indebtedness secured thereby is not increased (except by an amount equal to accrued interest, a reasonable premium or other reasonable amount paid in connection with such Refinancing, as applicable, and fees and expenses reasonably incurred in connection therewith);

(k) Liens created pursuant to any Loan Document;

(l) Liens consisting of (i) any interest or title of a lessor under any lease (including ground leases in respect of real property) entered into by the Group Members in the ordinary course of its business and covering only the assets so leased, (ii) ground leases in respect of real property on which facilities owned by the Group Members are located, and (iii) any matters of record shown on any title policies delivered pursuant to this Agreement;

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(m) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;

(n) Liens on property of any Restricted Subsidiary that is a Non-Guarantor Subsidiary or an Excluded Foreign Subsidiary, which Liens secure obligations of the applicable Restricted Subsidiary not prohibited under this Agreement;

(o) Liens in respect of the licensing of patents, copyrights, trademarks, trade names, other indications of origin, domain names and other forms of Intellectual Property in the ordinary course of business;

(p) Liens arising out of Sale Leaseback Transactions permitted by Section 9.10;

(q) Liens arising from precautionary UCC financing statements or similar filings made in respect of operating leases entered into by the Group Members in the ordinary course of business;

(r) licenses, sublicenses, leases or subleases with respect to any assets granted to third Persons in the ordinary course of business; provided that the same do not in any material respect interfere with the business of the Group Members taken as a whole;

(s) Liens relating to insurance policies securing Indebtedness incurred under Section 9.2(p) and other obligations arising in connection with the financing of insurance premiums;

(t) Liens in respect of judgments that do not constitute an Event of Default under Section 11.1(h);

(u) bankers’ Liens, rights of setoff and similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more deposit, securities, investment or similar accounts, in each case granted in the ordinary course of business in favor of the bank or banks or financial institution or financial institutions where such accounts are maintained, securing amounts owing to such bank or other financial institution with respect to cash management or other account arrangements, including those involving pooled accounts and netting arrangements or sweep accounts of the Group Members to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Group Members; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(v) Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement in connection with an Investment permitted hereunder;

(w) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into in the ordinary course of business or Liens arising by operation of law under Article 2 of the New York UCC in favor of a reclaiming seller of goods or buyer of goods;

(x) Liens deemed to exist in connection with Investments in repurchase agreements under Section 9.7; provided that such Liens do not extend to any assets other than those assets that are subject of such repurchase agreement;

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(y) Liens on Capital Stock of Unrestricted Subsidiaries;

(z) Liens arising in connection with (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Holdings and its Restricted Subsidiaries, at the property;

(aa) Liens in favor of any Loan Party;

(bb) Liens on equipment of the Group Members granted in the ordinary course of the business of the Group Members to clients of the Group Members; and

(cc) Liens on Capital Stock deemed to exist in connection with any options, put and call arrangements, rights of first refusal and similar rights relating to Investments in Persons that are not Subsidiaries.

9.4 Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that:

(a) any Restricted Subsidiary of Holdings that is not a Foreign Subsidiary of the Borrower may be merged or consolidated with or into the Borrower, as the case may be (provided that the Borrower shall be the continuing or surviving corporation) or with or into U.S. Holdings or any Subsidiary Guarantor (provided that a Subsidiary Guarantor shall be the continuing or surviving corporation), (ii) any Foreign Subsidiary that is a Subsidiary Guarantor may be merged or consolidated with or into any other Foreign Subsidiary that is a Subsidiary Guarantor, and (iii) any Group Member that is not a Loan Party may be merged or consolidated with or into another Group Member that is not a Loan Party.

(b) (x) any Loan Party may Dispose of any or all of its assets (i) to another Loan Party (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 9.5 and (y) any Group Member that is not a Loan Party may Dispose of any or all of its assets to (i) the Borrower or any other Group Member or (ii) pursuant to a Disposition permitted by Section 9.5.

(c) any Investment of the Group Members expressly permitted by Section 9.7 may be structured as a merger, consolidation or amalgamation (provided that (x) if the Borrower is a party to such merger, consolidation or amalgamation, the Borrower shall be the continuing or surviving corporation thereof, (y) if a Subsidiary Guarantor is a party to such merger, consolidation or amalgamation, a Subsidiary Guarantor shall be the continuing or surviving Person thereof and (z) if a Group Member that is not a Loan Party is a party to such merger, consolidation or amalgamation (and the Borrower is not a party thereto), a Group Member shall be the continuing or surviving Person thereof);

(d) any Group Member (other than the Borrower) may liquidate or dissolve if Holdings determines in good faith that such liquidation or dissolution is in the best interests of Holdings and its Subsidiaries and is not materially disadvantageous to the Lenders; provided that if U.S. Holdings or a Subsidiary Guarantor liquidates or dissolves in accordance with this Section 9.4(d), (i) all or substantially all of its assets shall be transferred to, or otherwise assumed by, the Borrower or, other than in the case of U.S. Holdings, another Subsidiary Guarantor and (ii) no Event of Default shall have occurred and be continuing at such time;

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(e) any merger, dissolution or liquidation not involving the Borrower or Holdings may be effected for the purposes of effecting a transaction permitted by Section 9.5;

(f) any merger, consolidation, amalgamation, dissolution or liquidation to achieve the structure set forth in the Final Structure Schedule.

Notwithstanding the foregoing, Holdings shall not and no Subsidiary Guarantor that is a Foreign Subsidiary shall enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business if the result of such merger, consolidation or amalgamation would result in such Subsidiary Guarantor becoming an Excluded Foreign Subsidiary.

9.5 Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Restricted Subsidiary of Holdings, issue or sell any shares of such Restricted Subsidiary’s Capital Stock to any Person, except:

(a) the Disposition of obsolete, worn out, damaged or surplus property in the ordinary course of business;

(b) the sale of inventory (including content) in the ordinary course of business;

(c) Dispositions permitted under Section 9.4;

(d) the sale or issuance of Capital Stock of any Restricted Subsidiary to Holdings or any other Restricted Subsidiary of Holdings (provided that in the case of such issuance of Capital Stock of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, Capital Stock of such Restricted Subsidiary may be also issued to other owners thereof to the extent such issuance is not dilutive to the ownership of the Loan Parties), and the sale or issuance of the Borrower’s Capital Stock to U.S. Holdings;

(e) the use, sale, exchange or other disposition of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan Documents;

(f) the licensing or sublicensing of patents, trademarks, copyrights, and other Intellectual Property rights in the ordinary course of business;

(g) Dispositions which are required by court order or regulatory decree or otherwise required or compelled by regulatory authorities;

(h) licenses, sublicenses, leases or subleases with respect to any property or assets (including inventory) (other than patents, trademarks, copyrights and other Intellectual Property rights) granted to third Persons in the ordinary course of business; provided, that the same do not in any material respect interfere with the business of the Group Members, taken as a whole, or materially detract from the value of the relative assets of the Group Members, taken as a whole;

(i) Dispositions to, between or among Group Members that are Loan Parties;

(j) Dispositions between or among any Group Member that is not a Loan Party and any other Group Member that is not a Loan Party;

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(k) Dispositions of any Foreign Subsidiary that is not a Subsidiary Guarantor by the Borrower or a Subsidiary Guarantor to another Wholly Owned Subsidiary of the Borrower;

(l) the settlement or write-off of accounts receivable or sale of overdue accounts receivable for collection in the ordinary course of business;

(m) Dispositions constituting (i) Investments permitted under Section 9.7, (ii) Restricted Payments permitted under Section 9.6 or (iii) Sale Leaseback Transactions permitted under Section 9.10;

(n) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset;

(o) Dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;

(p) the abandonment or cancellation of Intellectual Property that the Borrower in its reasonable business judgment, deems no longer useful to maintain;

(q) the unwinding of any Swap Agreements;

(r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(s) Dispositions of property; provided that (A) not less than 75% of the consideration payable to the Group Members in connection with such Disposition is in the form of cash or Cash Equivalents; provided that for purposes of this clause (A), assumed liabilities and Designated Non-Cash Consideration may be deemed cash at the Borrower’s election so long as the total designation of such assumed liabilities and Designated Non-Cash Consideration at any time does not exceed 5.0% of the Consolidated Total Assets of Holdings and its Restricted Subsidiaries at such time, (B) the consideration payable to the Group Members in connection with any such Disposition is equal to the fair market value of such property (as determined by the Borrower in good faith) and (C) the Net Cash Proceeds from such Disposition are applied in accordance with Section 5.2(c);

(t) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business and sales of assets received by any Group Member from Persons other than Loan Parties upon foreclosure on a lien in favor of such Group Member;

(u) any exchange of property of any Group Member (other than Capital Stock or other Investments) which qualifies as a like kind exchange pursuant to and in compliance with Section 1031 of the Code or any other substantially concurrent exchange of property by any Group Member (other than Capital Stock or other Investments) for property (other than Capital Stock or other Investments) of another person; provided that (a) such property is useful to the business of the Group Member, (b) such Group Member shall receive reasonably equivalent or greater market value for such property (as reasonably determined by Holdings in good faith) and (c) such property will be received by such Group Member substantially concurrently with its delivery of property to be exchanged;

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(v) Dispositions having a fair market value not to exceed (i) $3,000,000 with respect to any such Disposition or series of related Dispositions and (ii) $10,000,000 in the aggregate for any fiscal year of Holdings;

(w) Dispositions of any Capital Stock or interests in any joint venture entity not constituting a Restricted Subsidiary to the extent required by the applicable joint venture agreement or similar binding arrangements relating thereto;

(x) Dispositions to achieve the structure set forth in the Final Structure Schedule.

9.6 Restricted Payments. Declare or pay any dividend or distribution (other than Restricted Payments payable solely in Qualified Equity Interests of the Person making such Restricted Payment) on any Capital Stock of Holdings or Group Member, whether now or hereafter outstanding, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings or any Group Member, whether now or hereafter outstanding, or pay any management or similar fees to the Sponsors or any holders of the Capital Stock of Holdings or any of their respective Affiliates, or make any other distribution in respect of any Capital Stock of Holdings or any Group Member, either directly or indirectly, whether in cash or property or in obligations of Holdings or any Group Member (collectively, “Restricted Payments”), except that:

(a) any Wholly Owned Subsidiary (which is a Restricted Subsidiary) of Holdings may make Restricted Payments to Holdings, or any other Restricted Subsidiary of Holdings and any non-Wholly Owned Subsidiary (other than an Unrestricted Subsidiary) may make Restricted Payments ratably to the holders of such non-Wholly Owned Subsidiary’s Capital Stock, taking into account the relative preferences, if any, on the various classes of Capital Stock of such Restricted Subsidiary;

(b) so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom and the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Test Period of Holdings for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), shall not exceed 5.50:1.00, the Borrower may make Restricted Payments to U.S. Holdings to permit U.S. Holdings to make Restricted Payments to Holdings to make, and Holdings may make, Restricted Payments to holders of Capital Stock of Holdings with the proceeds of such Restricted Payment; provided, that the aggregate amount of Restricted Payments by the Borrower under this Section 9.6(b) shall not at any time exceed the Available Amount at such time;

(c) (i) cashless exercises of options and warrants and (ii) cash payments in settlement of restricted stock units not to exceed, in any fiscal year, a maximum aggregate amount of $5,000,000, shall be permitted;

(d) Holdings may make Restricted Payments or make distributions to any direct parent thereof to permit such direct parent, and the subsequent use of such payments by such direct parent, to repurchase, redeem or otherwise acquire for value Qualified Equity Interests of such direct parent held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or its Subsidiaries, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions and payments shall not exceed, in any fiscal year, $5,000,000 (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum (without giving effect to the following proviso) of $10,000,000 in any fiscal year); provided further that such amount in any fiscal year may be increased by an amount not to exceed, without duplication, (x) the aggregate amount of loans

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made by Holdings and any of its Subsidiaries pursuant to Section 9.7(k) that are repaid in connection with such purchase, redemption or other acquisition of such Capital Stock of such direct parent, plus (y) the amount of any Net Cash Proceeds received by or contributed to the Borrower from the issuance and sale after the Closing Date of Qualified Equity Interests of Holdings (or such direct parent) to officers, directors or employees of Holdings or its Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause (d), plus (z) the net cash proceeds of any “key-man” life insurance policies of Holdings or its Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause (d);

(e) in respect of clauses (i) and (iv) of this Section 7.69.6(e), so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom, (i) Holdings and Group Members may pay reasonable management, consulting, administrative and similar fees to the Sponsors in an amount not to exceed $2,000,000 in any fiscal year plus an amount equal to 1.5% of the Consolidated EBITDA of any Persons acquired pursuant to a Permitted Acquisitions (measured as of the date of such Permitted Acquisition); (ii) the Borrower may reimburse the Sponsors for the out-of-pocket costs and expenses incurred by the Sponsors on or prior to the Closing Date in connection with the Transactions; (iii) Holdings and its Restricted Subsidiaries may pay the out-of-pocket costs and expenses incurred by the Sponsors in connection with its provision of management, consulting, advisory and similar services to Holdings and its Subsidiaries; and (iv) Holdings and Group Members may pay fees and expenses related to the Transactions to the Sponsors pursuant to the Management Agreement;

(f) so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom, the declaration and payment of Restricted Payments on the Borrower’s or Holdings’ (or any of their direct or indirect parent companies’) common stock following the first Public Offering after the Closing Date, of up to 6% per annum of the net proceeds received by or contributed to the Borrower or Holdings, as applicable, in or from any such Public Offering;

(g) Payments in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) relating to their acquisition of, or exercise of options, vesting of restricted Capital Stock or settlement of restricted stock units relating to the Capital Stock of Holdings, shall be permitted;

(h) Holdings and the Borrower may make Restricted Payments to any of its direct or indirect parents in order to pay its Tax obligations; provided that the amount paid or distributed pursuant to this clause (h) to enable such direct or indirect parent to pay federal, state and local income Taxes at any time shall not exceed the federal, state and local income Tax liability that would have been payable by Holdings and its Subsidiaries on a stand-alone basis;

(i) Restricted Payments may be made pursuant to this Section 9.6 within sixty (60) days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof;

(j) Holdings may redeem, repurchase, retire or otherwise acquire any Capital Stock of Holdings in exchange for, or out of the proceeds of a substantially concurrent sale (other than to a Restricted Subsidiary) of, Capital Stock of Holdings (other than Disqualified Equity Interests);

(k) Holdings and Group Members may repurchase, redeem or otherwise acquire for value any Capital Stock of Holdings or the Borrower representing fractional shares of such Capital Stock in connection with a stock dividend, split or combination or any merger, consolidation, amalgamation or other combination involving Holdings or the Borrower;

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(l) Holdings and Group Members may redeem, repurchase, retire or otherwise acquire, in each case for nominal value per right, of any rights granted to all holders of Capital Stock of Holdings or the Borrower pursuant to any stockholders’ rights plan adopted for the purpose of protecting stockholders from unfair takeover tactics;

(m) Holdings and Group Members may make Restricted Payments to dissenting stockholders pursuant to applicable law in connection with any merger, consolidation or transfer of all or substantially all of Holdings’ and its Restricted Subsidiaries’ assets that complies with the terms of this Agreement;

(n) Holdings and Group Members may make Restricted Payments as set forth on the funds flow memorandum delivered to the Administrative Agent in connection with the Transactions;

(o) so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom, Holdings and Group Members may make other Restricted Payments in an amount not to exceed the greater of (x) $25,000,000 and (y) 1.25% of Consolidated Total Assets (as of the last day of the most recent Test Period prior to the making of such Restricted Payment for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)) at any one time outstanding (minus any and all amounts paid pursuant to Section 9.8(d));

(p) Holdings and Group Members may make Restricted Payments not otherwise permitted to the extent of Excluded Contributions, so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom;

(q) Holdings and Group Members may make Restricted Payments in the form of unsecured promissory notes in an amount not to exceed $82,000,000 in the aggregate to a direct or indirect parent of Holdings in connection with the exercise or vesting of stock options, warrants, restricted stock units or similar rights so long as such parent entity contributes such unsecured promissory notes to a Loan Party on the same day as such unsecured promissory notes are made; provided that the amounts available under this clause (q) shall be used for any such Restricted Payments described in this clause (q) prior to using any amounts available under any other provision of Section 9.6; provided further that no Restricted Payment may be made under this clause (q) by Holdings or any Group Member if it would be commercially reasonable, as determined in the sole discretion of Borrower and taking into account tax consequences, for Holdings or such Group Member to make such Restricted Payment directly to a Loan Party pursuant to clause (a) of this Section 9.6.9.6; and

(r) Restricted Payments to achieve the structure set forth in the Final Structure Schedule.

9.7 Investments. Make any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of any Person (all of the foregoing, “Investments”), except:

(a) accounts receivable or notes receivable arising from extensions of trade credit granted in the ordinary course of business;

(b) Investments in cash and Cash Equivalents;

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(c) loans and advances to employees, officers and directors of Holdings and Group Members (i) in the ordinary course of business and consistent with past practice for business related travel expenses, moving expenses and other similar expenses and (ii) in an aggregate amount for Holdings and its Subsidiaries not to exceed $2,000,000 at any one time outstanding;

(d) Investments made by a Group Member with the Net Cash Proceeds of any Asset Sale or Recovery Event to the extent such Net Cash Proceeds are applied in accordance with Section 5.2;

(e) Investments in any business similar to any business in which the Group Members are permitted to engage in under Section 9.14 made by a Group Member in an amount not to exceed the greater of (x) $125,000,000 and (y) 6.0% of Consolidated Total Assets (as of the last day of the most recent Test Period prior to such Investment for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)); and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 9.7);

(f) Investments by a Group Member in any Foreign Subsidiary that is not a Subsidiary Guarantor or Excluded Foreign Subsidiary in an amount not to exceed the greater of (x) $50,000,000 and (y) 2.5% of Consolidated Total Assets (as of the last day of the most recent Test Period prior to such Investment for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)); and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 9.7);

(g) acquisitions by a Group Member of the outstanding Capital Stock of Persons (including Permitted Genealogical Data Acquisitions) (each a “Permitted Acquisition”); provided that (i) no Default or Event of Default has occurred or is continuing both before and after giving effect to such Permitted Acquisition, (ii) after giving effect to each such Permitted Acquisition and all Indebtedness incurred in connection therewith, the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Covenant (regardless of whether or not such Financial Covenant is then in effect) as of the last day of the most recent Test Period prior to such Permitted Acquisition for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)); and (iii) unless such acquired Persons and their Subsidiaries become Guarantors and pledge their assets as, and to the extent, required by Section 8.8, the aggregate consideration paid by the Group Member (x) in respect of all such Permitted Acquisitions (including Permitted Genealogical Data Acquisitions) shall not exceed $150,000,000 plus (y) an additional amount not to exceed $50,000,000 solely in respect of Permitted Genealogical Data Acquisitions;

(h) Investments in the Borrower, U.S. Holdings or any Person that is a Subsidiary Guarantor or any newly created Subsidiary that becomes a Subsidiary Guarantor;

(i) Investments by any Non-Guarantor Subsidiaries in any other Non-Guarantor Subsidiaries;

(j) Investments by the Borrower and Subsidiary Guarantors constituting a capital contribution or other transfer of Capital Stock in any Foreign Subsidiary that is not a Subsidiary Guarantor in connection with a Disposition permitted under Section 9.5(k);

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(k) loans and advances to employees, officers and directors of Holdings and any of its Subsidiaries to the extent used to acquire Capital Stock of Holdings and to the extent such transactions are cashless;

(l) Investments in the ordinary course of business consisting of prepaid expenses and endorsements of negotiable instruments for collection or deposit;

(m) Investments received in settlement of amounts due to the Group Members effected in the ordinary course of business or owing to the Group Members as a result of insolvency proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of the Group Members;

(n) Investments in existence or contemplated on the Closing Date and described in Schedule 9.7(n); and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 9.7), and any Investments, loans and advances existing on the Closing Date by Holdings and any Group Member in or to any other Group Member;

(o) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of Holdings or consolidates or merges with any Group Member (including in connection with a Permitted Acquisition) so long as such Investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger;

(p) Investments paid for with consideration which consists of (i) Capital Stock of Holdings or any of its direct or indirect parent companies (other than Disqualified Equity Interests) or (ii) the proceeds of a substantially contemporaneous issuance or sale of Capital Stock of Holdings (other than Disqualified Equity Interests), or a substantially contemporaneous contribution of cash to Holdings, in each case, to the extent the Net Cash Proceeds thereof (if any), or such cash shall be, as applicable, contributed to the Borrower and used by the Borrower or any other Group Member for such Investment or such Investment shall be contributed to the Borrower;

(q) guarantees by Holdings of the obligations of the Group Members of leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(r) guarantees granted under or permitted by this Agreement;

(s) Investments resulting from the receipt of non-cash consideration received in connection with Dispositions permitted by Section 9.5;

(t) loans and advances to Holdings and any other direct or indirect parent of Holdings in lieu of and not in excess of the amount of (after giving effect to any other loans or advances under this clause (t)) Restricted Payments permitted to be made to Holdings or such other direct or indirect parent in accordance with Section 9.6;

(u) so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom and the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Test Period of Holdings for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), shall not exceed 5.50:1.00, the Group Members may make Investments in an amount not to exceed the Available Amount at the time of any such Investment;

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(v) advances of payroll payments to employees in the ordinary course of business and Investments made pursuant to employment and severance arrangements of officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(w) Investments in respect of lease, utility and other similar deposits in the ordinary course of business;

(x) Investments consisting of licensing or contribution of Intellectual Property pursuant to joint marketing arrangements with other Persons in the ordinary course of business;

(y) Investments consisting of purchases and acquisitions of inventory (including content), supplies, materials and equipment or purchases of contract rights or licenses or leases of Intellectual Property in the ordinary course of business;

(z) de minimis Investments made in connection with the incorporation or formation of any newly created Restricted Subsidiary; provided that any amounts in excess of such de minimis amount Invested in any such Restricted Subsidiary must be permitted under Section 9.7 other than under this clause (z); and

(aa) Investments consisting of Swap Agreements permitted under Section 9.2(k);

(bb) in addition to Investments otherwise expressly permitted by this Section, Investments by a Group Member in an outstanding amount (valued at cost) not to exceed the greater of (x) $100,000,000 and (y) 5.0% of Consolidated Total Assets (as of the last day of the most recent Test Period prior to such Investment for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b)); and any modification, replacement, renewal, reinvestment or extension thereof (provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 9.7); and

(cc) Investments by a Group Member in joint ventures not to exceed $50,000,000;

(dd) Investments not otherwise permitted to the extent of Excluded Contributions, so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom;

(ee) loans owing to current or former officers, directors and employees, their respective estates, heirs, spouses or former spouses to finance the purchase or redemption of Capital Stock of Holdings (or any direct or indirect parent thereof) permitted by Section 9.6(k) or as a result of the inability of Holdings to purchase or redeem its Capital Stock as a result of the restrictions set forth in Section 9.6(d); and

(ff) Investments to achieve the structure set forth in the Final Structure Schedule.

9.8 Payments and Modifications of Certain Debt Instruments. (i) Make any optional or mandatory prepayment, repayment, redemption or repurchase with respect to the principal amount of any Indebtedness permitted by Section 9.2 that is subordinated in right of payment to the Obligations (a “Junior Financing”) or (ii) amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Junior Financing that would shorten the maturity or obligate any Loan Party to make a repayment, prepayment or redemption of such Junior Financing prior to the date that is 180 days after the Latest Maturity Date, except in each case:

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(a) any Junior Financing may be Refinanced with the proceeds of any Permitted Refinancing or other Indebtedness permitted by Section 9.2 and any amendment, modification or supplement of any Junior Financing shall be permitted to the extent that the terms of such modified Indebtedness would satisfy the criteria set forth in the definition of Permitted Refinancing;

(b) payments with respect to Junior Financing owed to any Group Member, other than (i) following the occurrence and during the continuation of an Event of Default under Section 11.1(f) and (ii) following the occurrence and during the continuation of any other Event of Default after notice by the Administrative Agent to the Borrower that such payments are not permitted;

(c) the conversion of any Junior Financing to Capital Stock (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents;

(d) optional or mandatory prepayments, repayments, redemptions or repurchases of a Junior Financing shall be permitted in an aggregate amount not to exceed the sum of (I) $15,000,000 (less the amount of Restricted Payments made under Section 9.6(o)) plus (II) the Available Amount at the time thereof so long as, in the case of clauses (I) and (II), (i) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (ii) the Total Net Leverage Ratio, on a Pro Forma Basis, as of the last day of the most recent Test Period of Holdings for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.1(a) or (b), shall not exceed 5.50:1.00; and

(e) optional or mandatory prepayments, repayments, redemptions or repurchases of a Junior Financing not otherwise permitted to the extent of Excluded Contributions, so long as no Default or Event of Default shall have occurred and be continuing or would otherwise result therefrom.

For the avoidance of doubt, the making of any AHYDO Payments shall be permitted so long as such AHYDO Payments are made after the fifth anniversary of the incurrence of the Junior Financing to which such AHYDO Payments apply.

9.9 Transactions with Affiliates. Directly or indirectly, enter into or permit to exist any transaction or contract (including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees) with or for the benefit of any Affiliate (each an “Affiliate Transaction”), except (a) transactions between or among Holdings and its Restricted Subsidiaries, (b) transactions that are on terms and conditions not less favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time in a comparable arm’s-length transaction from unrelated third parties that are not Affiliates, (c) any Restricted Payment permitted by Section 9.6, (d) fees and compensation, benefits and incentive arrangements paid or provided to, and any indemnity provided on behalf of, officers, directors or employees of Holdings or any Group Member as determined in good faith by the board of directors (or similar governing body) of Holdings or such Group Member and in the ordinary course of business, (e) the issuance or sale of any Capital Stock of Holdings (and the exercise of any options, warrants or other rights to acquire Capital Stock of Holdings) or any contribution to the capital of Holdings, (f) the Transactions, (g) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 9.9 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (h) transactions between Holdings or any Restricted Subsidiary and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of Holdings or any direct or indirect parent of Holdings; provided

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that such director abstains from voting as a director of Holdings or such direct or indirect parent of Holdings, as the case may be, on any matter involving such other Person and (i) transactions approved by a majority of the disinterested members of the board of directors (or similar governing body) of Holdings or any Restricted Subsidiary of Holdings, as applicable.

9.10 Sale Leaseback Transactions. Enter into any Sale Leaseback Transaction unless, after giving effect thereto, the aggregate outstanding amount of Attributable Debt in respect of all Sale Leaseback Transactions does not at any time exceed $25,000,000.

9.11 Changes in Fiscal Periods. Permit the fiscal year of Holdings to end on a day other than December 31 or change the Borrower’s method of determining fiscal quarters.

9.12 Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of Holdings or any Restricted Subsidiary of Holdings to incur any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other Loan Documents, (b) any agreements evidencing or governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary restrictions on the assignment of leases, licenses and contracts entered into in the ordinary course of business, (d) any agreement of a Person in effect at the time such Person becomes a Restricted Subsidiary of Holdings provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary of Holdings, (e) customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary of Holdings (or the assets of a Restricted Subsidiary of Holdings) pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary of Holdings that is to be sold (or whose assets are to be sold) and such sale is permitted hereunder), (f) restrictions and conditions existing on the Closing Date identified on Schedule 9.12 and any amendments or modifications thereto so long as such amendment or modification does not expand the scope of any such restriction or condition in any material respect, (g) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of Foreign Subsidiaries that are not Subsidiary Guarantors or Non-Guarantor Subsidiaries permitted under Section 9.2; provided that such Indebtedness is only with respect to the assets of Foreign Subsidiaries that are not Subsidiary Guarantors or Non-Guarantor Subsidiaries, (h) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements and other similar agreements, (i) agreements evidencing or governing Indebtedness permitted under Sections 9.2(b), (c), (d), (e), (g), (i), (j), (h), (r) or (w) or any Permitted Refinancing thereof, and (j) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of the business of the Group Members.

9.13 Clauses Restricting Restricted Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Restricted Subsidiary held by, or repay or prepay any Indebtedness owed to, the Borrower or any other Group Member, (b) make loans or advances to, or other Investments in, the Borrower or any other Group Member or (c) transfer any of its assets to the Borrower or any other Group Member, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents and the Senior Notes Documents, (ii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Restricted Subsidiary so long as such sale is permitted hereunder, (iii) customary restrictions on the assignment of leases, contracts and licenses entered into in the ordinary course of business, (iv) any agreement of a Person in effect at the time such Person becomes a Restricted Subsidiary;

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provided that such agreement was not entered into in contemplation of such Person becoming a Restricted Subsidiary, (v) restrictions of the nature referred to in clause (c) above under agreements governing purchase money liens or Capital Lease Obligations otherwise permitted hereby which restrictions are only effective against the assets financed thereby, (vi) agreements governing Indebtedness outstanding on the Closing Date and listed on Schedule 9.2(j) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, or Refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, or Refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreements on the Closing Date, (vii) Liens permitted by Section 9.3 that limit the right of a Group Member to dispose of the assets subject to such Liens, (viii) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, agreements in respect of sales of Capital Stock and other similar agreements entered into in connection with transactions permitted under this Agreement; provided that such encumbrance or restriction shall only be effective against the assets or property that are the subject of such agreements, (ix) any instrument governing Indebtedness or Capital Stock of a Person acquired by a Group Member as in effect at the date of such acquisition, which encumbrance or restriction is not applicable to any Person, or the property or assets of any Person, other than the Person, or the properties or assets of such Person, so acquired, (x) restrictions under agreements evidencing or governing Indebtedness of Foreign Subsidiaries that are not Subsidiary Guarantors permitted under Section 9.2; provided that such restrictions are only with respect to assets of Foreign Subsidiaries that are not Subsidiary Guarantors and Non-Guarantor Subsidiaries, and (xi) restrictions under agreements evidencing or governing Indebtedness permitted under Sections 9.2(b), (c), (d), (e), (g), (i), (j), (h), (r) or (w) or any Permitted Refinancing thereof and (xii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of the business of the Group Members.

9.14 Lines of Business. (a) With respect to each Group Member, enter into any material business, either directly or through any Restricted Subsidiary, except for those businesses in which the Group Members are engaged on the Closing Date (which, for the avoidance of doubt, shall include any business related to genealogical, historical or DNA data) or that are reasonably related, complementary or ancillary thereto and reasonable extensions thereof and (b) with respect to Holdings, engage in any business or activity other than (i) the ownership of all outstanding Capital Stock in U.S. Holdings and LuxCo 3, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies consisting of U.S. Holdings, LuxCo 3 and their Subsidiaries, (iv) the performance of obligations under the Loan Documents to which it is a party, (v) making and receiving Restricted Payments and Investments, incurring Indebtedness and Liens, and other activities, in each case permitted by this Agreement, (vi) establishing and maintaining bank accounts, (vii) entering into employment agreements and other arrangements with officers and directors and (viii) activities incidental to the businesses or activities described in clauses (i)-(viii).

SECTION 10. GUARANTEE

10.1 The Guarantee. Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of any Debtor Relief Laws after any bankruptcy or insolvency petition under any Debtor Relief Laws or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Borrower and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Borrower (such obligations being herein called the “Guaranteed Obligations”). Each Guarantor hereby jointly and severally agrees

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that, if the Guaranteed Obligations shall not be paid in full when due (whether at stated maturity, by acceleration or otherwise), such Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

10.2 Obligations Unconditional. The obligations of the Guarantors under Section 10.1, respectively, shall constitute a guaranty of payment (and not of collection) and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety by any Guarantor, as applicable (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any Guarantor hereunder, which shall, in each case, remain absolute, irrevocable and unconditional under any and all circumstances as described above;

(a) at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(d) any Lien or security interest granted to, or in favor of, the Issuing Lender or any Lender or the Administrative Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(e) the release of any other Guarantor pursuant to Section 10.8, or otherwise.

Each of the Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. Each of the Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this guarantee made under this Section 10 (this “Guarantee”) or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with

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respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the applicable Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

10.3 Reinstatement. The obligations of the Guarantors under this Section 10 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or any Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

10.4 No Subrogation. Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification and reimbursement obligations for which no claim has been made) and the expiration and termination of the Commitments under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 10.1, whether by subrogation, right of contribution or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.

10.5 Remedies. Each Guarantor jointly and severally agrees that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 11 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 11) for purposes of Section 10.1, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower or any Guarantor and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable, or the circumstances occurring where Section 11 provides that such obligations shall become due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 10.1.

10.6 Continuing Guarantee. The Guarantee made by the Guarantors in this Section 10 is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

10.7 General Limitation on Guaranteed Obligations. In any action or proceeding involving any federal, state, provincial or territorial, corporate, limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 10.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 10.1, then, notwithstanding any other provision to the contrary, the amount of such liability of such Guarantor shall, without any further action by such Guarantor, any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 10.9) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

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10.8 Release of Guarantors and Pledges.

(a) A Subsidiary Guarantor shall be automatically released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to a Person other than a Loan Party in a transaction permitted by Section 9. In connection with any such release of a Guarantor, the Administrative Agent shall execute and deliver to such Guarantor, at such Guarantor’s expense, all UCC termination statements and other documents that such Guarantor shall reasonably request to evidence such release.

(b) If (x) any voting Capital Stock issued by any Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary is redeemed by such Excluded Foreign Subsidiary, (y) the Borrower provides written notice to the Administrative Agent that the Borrower has determined in accordance with clause (i) of the definition of Excluded Foreign Subsidiary that a Subsidiary has become an Excluded Foreign Subsidiary described in such clause (i), or (z) the Borrower provides written notice to the Administrative Agent that a Foreign Subsidiary or a U.S. Owned DRE has ceased to be an Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary and has become an Excluded Foreign Subsidiary described in clause (ii) or (iii) of the definition of Excluded Foreign Subsidiary, then such shares of the relevant issuer shall be automatically and without further action released from the security interests created by this Agreement so that the shares of Capital Stock of such Subsidiary subject to the security interests created by this Agreement shall not include more than 65% of the total outstanding Capital Stock of any Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary or at any time include any shares of Capital Stock of any Excluded Foreign Subsidiary described in clause (ii) or clause (iii) of the definition of Excluded Foreign Subsidiary and any certificates representing such released Capital Stock shall be returned to the applicable grantor.

10.9 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 10.4. The provisions of this Section 10.9 shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.

SECTION 11. EVENTS OF DEFAULT

11.1 Events of Default. An “Event of Default” shall occur if any of the following events shall occur and be continuing; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied (any such event, an “Event of Default”):

(a) the Borrower shall fail to pay any principal of any Loan or Unpaid Drawing when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Unpaid Drawing, or any other amount payable hereunder or under any other Loan Document within five (5) Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b) any representation or warranty made or deemed made by Holdings or its Restricted Subsidiaries herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any

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such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made (or if any representation or warranty is expressly stated to have been made as of a specific date, inaccurate in any material respect as of such specific date); or

(c) any Loan Party shall default in the observance or performance of (i) any agreement contained in Section 8.4(a) (with respect to the Borrower only), Section 8.7(a) or Section 9 (other than Section 9.1); or (ii) Section 9.1; provided that an Event of Default under this clause (ii) is subject to cure pursuant to Section 11.3; provided further that an Event of Default under this clause (ii) shall not constitute an Event of Default for purposes of any Facility other than the Revolving Facility unless and until the Revolving Lenders have declared all such obligations to be immediately due and payable in accordance with Section 11.2(b) and such declaration has not been rescinded on or before such date; or

(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 11.1), and such default shall continue unremedied for a period of thirty (30) days after notice to the Borrower from the Administrative Agent or the Required Lenders; or

(e) Holdings or any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation in respect of Indebtedness, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to (x) cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable or (y) to cause, with the giving of notice if required, any Group Member to purchase or redeem or make an offer to purchase or redeem such Indebtedness prior to its stated maturity; provided that a default, event or condition described in clause (i), (ii) or (iii) of this Section 11.1(e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this Section 11.1(e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $25,000,000; provided further that clause (iii) of this Section 11.1(e) shall not apply to secured Indebtedness that becomes due as a result of the voluntary Disposition of the property or assets securing such Indebtedness, if such Disposition is permitted hereunder and such Indebtedness that becomes due is paid upon such Disposition; or

(f) (i) Holdings, the Borrower or any Significant Restricted Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, examinership, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Holdings or any Significant Restricted Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Holdings, the Borrower or any Significant Restricted Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against Holdings, the Borrower

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or any Significant Restricted Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) Holdings, the Borrower or any Significant Restricted Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; or (v) Holdings, the Borrower or any Significant Restricted Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any Plan shall fail to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA or any Lien in favor of the PBGC or a Plan shall arise on the assets of Holdings, the Borrower, any Subsidiary, or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) Holdings, the Borrower, any Subsidiary or any Commonly Controlled Entity shall, or is reasonably likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan, (vi) a Plan has failed to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA, or an application may be or has been made for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 302 or 304 of ERISA with respect to a Plan, (vii) a determination has been made that any Single Employer Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA, (viii) a Multiemployer Plan is in endangered or critical status under Section 305 of ERISA, (ix) any contribution required to be made with respect to a Single Employer Plan, Multiemployer Plan or Non-U.S. Plan has not been timely made, (x) a Plan has an Unfunded Pension Liability or (xi) the imposition of liability under Title IV of ERISA with respect to any Plan (other than premiums due but not delinquent under Section 4007 of ERISA); and in each case in clauses (i) through (xi) above, such event or condition, together with all other such events or conditions, if any, has had, or could reasonably be expected to have, a Material Adverse Effect; or

(h) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not (x) paid or covered by insurance as to which the relevant insurance company has been notified of the claim and has not denied coverage or (y) covered by valid third party indemnification obligation from a third party which is Solvent and which third party is covered by insurance as to which the relevant insurance company has been notified of the claim and has not denied coverage) of $25,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

(i) any material Security Document shall cease, for any reason, to be in full force and effect, other than pursuant to the terms hereof or thereof, or any Loan Party or any Affiliate of any such Loan Party shall so assert, or any Lien created by any such Security Document shall cease to be enforceable and of the same effect and priority purported to be created thereby, or any Loan Party shall so assert, except (A) to the extent that (x) any such loss of perfection or priority results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Agreement or from the failure of the Administrative Agent to file UCC continuation statements (or similar statements or filings in other jurisdictions) after notice of the requirement to do so by any Loan Party pursuant to the terms of any Loan Document and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has been notified

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and has not denied coverage and (y) the Loan Parties take such action as the Administrative Agent or the Collateral Agent may reasonably request to remedy such loss of perfection or priority or (B) the fair market value of assets affected thereby does not exceed $1,000,000; or

(j) any material Guarantee of any Guarantor contained in Section 10 shall cease, for any reason, to be in full force and effect, other than as provided for in Section 10.8, or any Loan Party or any Affiliate of any such Loan Party shall so assert; or

(k) a Change of Control shall occur.

11.2 Action in Event of Default.

(a) Except as otherwise provided in clause (b) below, upon any Event of Default specified in Section 11.1(f), the Commitments shall immediately terminate automatically and the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall automatically immediately become due and payable, and if any other Event of Default under Section 11.1 occurs, any or all of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Loan Commitments to be terminated forthwith, whereupon the Revolving Loan Commitments shall immediately terminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (iii) the Administrative Agent, in its capacity as Collateral Agent, may enforce all Liens and security interests created pursuant to the Security Documents. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon and all amounts drawn thereunder have been reimbursed in full and all other Obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made), the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 11.2, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

(b) Upon the occurrence of an Event of Default under Section 11.1(c)(ii) (a “Financial Covenant Event of Default”) that is uncured or unwaived, the Required Revolving Lenders may, so long as a Compliance Date continues to be in effect, (i) declare that such breach constitutes a Default for purposes of Sections 7.2 and 7.3 and (ii) on the date that is ten (10) Business Days after the date on which financial statements are required to be delivered for the applicable fiscal quarter, so long as the Borrower has provided a Notice of Intent to Cure with respect to such breach and, otherwise, immediately upon such

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breach, either (x) terminate the Revolving Loan Commitment and/or (y) take the actions specified in Section 11.2(a) in respect of the Revolving Loan Commitments and the Revolving Loans. In respect of a Financial Covenant Event of Default that is continuing, the Required Lenders may take the actions specified in Section 11.2(a) on the date that the Required Revolving Lenders terminate the Revolving Loan Commitment and accelerate all Obligations in respect of the Revolving Loan Commitment; provided that the Required Lenders may not take such actions if either (i) the Revolving Loans have been repaid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and the Revolving Loan Commitments have been terminated or (ii) the Financial Covenant Event of Default has been waived by either the Required Revolving Lenders or the Required Lenders.

11.3 Right to Cure.

(a) Solely for purposes of determining compliance with the Financial Covenant, on or prior to the day that is ten (10) Business Days after the day on which financial statements are required to be delivered pursuant to Section 8.1 for any fiscal quarter (the “Equity Cure Period”), the Sponsors, any of their Affiliates or other Persons shall have the right to make an equity investment (which equity shall be common equity or Qualified Equity Interests) in Holdings in cash, which Holdings shall subsequently contribute to U.S. Holdings, and U.S. Holdings shall contribute to the Borrower on or prior to the expiration of the Equity Cure Period for such fiscal quarter, and such cash will, if so designated by the Borrower, be included in the calculation of Consolidated EBITDA for the purposes of determining compliance with the Financial Covenant at the end of such fiscal quarter and the subsequent three fiscal quarters (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”); provided that (a) there shall be no more than two (2) quarters in each four (4) consecutive fiscal quarter period in respect of which a Specified Equity Contribution is made, (b) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in compliance with the Financial Covenant on a Pro Forma Basis, (c) no more than five (5) Specified Equity Contributions shall be made during the term of this Agreement, (d) all Specified Equity Contributions shall be disregarded for purposes of any financial ratio determination under this Agreement other than for determining compliance with the Financial Covenant (and will not be credited as an addition to the Available Amount or Excluded Contribution) and (e) there shall be no reduction in Indebtedness with the proceeds of any Specified Equity Contribution for determining compliance with the Financial Covenant for the fiscal quarter for which such Specified Equity Contribution was made.

(b) Upon receipt by the Administrative Agent of a Notice of Intent to Cure prior to the last day of the Equity Cure Period, neither the Administrative Agent nor any Lender shall exercise any rights or remedies under this Section 11 (or any rights and remedies under any other Loan Document that are available during the continuance of an Event of Default) on the basis of any failure to comply with the Total LeverageFinancial Covenant until the expiration of the Equity Cure Period.

11.4 Application of Proceeds. If an Event of Default shall have occurred and be continuing, the Administrative Agent may apply, at such time or times as the Administrative Agent may elect, all or any part of the proceeds constituting Collateral in payment of the Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 11.2, the Administrative Agent shall, from time to time, apply the proceeds constituting Collateral, and all other amounts received on account of the Obligations), in the following order:

(a) First, to the payment of all costs and expenses of any sale, collection or other realization on the Collateral, including reimbursement for all costs, expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith (including, without limitation, all reasonable costs and expenses of every kind incurred in connection with any action taken pursuant to any

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Loan Document or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including, without limitation, Section 9-615(a)(3) of the UCC)), and all amounts for which Administrative Agent is entitled to indemnification hereunder and under the other Loan Documents and all advances made by the Administrative Agent hereunder and thereunder for the account of any Loan Party (excluding principal and interest in respect of any Loans extended to such Loan Party), and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under this Agreement or any other Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent hereunder or under this Agreement or any other Loan Document, all in accordance with the terms hereof or thereof;

(b) Second, to the payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including reasonable fees and disbursement of counsel payable under Section 13.1 and amounts payable under Section 2.11 and Section 5.5) payable to the Administrative Agent or the Collateral Agent in its capacity as such;

(c) Third, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including reasonable fees and disbursement of counsel payable under Section 13.1 and amounts payable under Section 2.11 and Section 5.5), ratably among them in proportion to the amounts described in this clause (c) payable to them;

(d) Fourth, for application by it pro rata to (i) repay the Swingline Lender for any then outstanding Swingline Loans to the extent Revolving Lenders have not funded their obligations to acquire participations therein, (ii) cure any Lender Default that has occurred and is continuing at such time and (iii) repay the Issuing Lender for any amounts not paid by L/C Participants pursuant to Section 3.4;

(e) Fifth, to the payment of that portion of all Obligations constituting accrued and unpaid interest and fees on the Loans, Commitments, Letters of Credit and Drawings, and any fees, premiums and scheduled periodic payments due under Cash Management Obligations or Specified Swap Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth payable to them;

(f) Sixth, to the payment of that portion of the Obligations constituting unpaid principal of the Loans and Drawings (including to Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Cash Management Obligations or Specified Swap Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause (f) held by them;

(g) Seventh, to the payment of all other Obligations of the Borrower that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

(h) Eighth, any balance of such proceeds remaining after all of the Obligations shall have been satisfied by payment in full in immediately available funds (or in the case of Letters of Credit, terminated or Collateralized) and the Commitments shall have been terminated, be paid over to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

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SECTION 12. ADMINISTRATIVE AGENT

12.1 Appointment. The Lenders hereby irrevocably designate and appoint Barclays Bank PLC as Administrative Agent (for purposes of this Section 12 and Section 13.1, the term “Administrative Agent” also shall include Barclays Bank PLC in its capacity as Collateral Agent pursuant to the Security Documents) to act as specified herein and in the other Loan Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to take such action on its behalf under the provisions of this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Administrative Agent may perform any of its respective duties hereunder by or through its officers, directors, agents, employees or affiliates.

12.2 Nature of Duties. (a) The Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents. Neither the Administrative Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it or them hereunder or under any other Loan Document or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

(b) Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each Joint Lead Arranger is named as such for recognition purposes only, and in its capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Loan Documents or the transactions contemplated hereby and thereby; it being understood and agreed that each Joint Lead Arranger shall be entitled to all indemnification and reimbursement rights in favor of the Administrative Agent as, and to the extent, provided for under Sections 12.6 and 13.1. Without limitation of the foregoing, each Joint Lead Arranger shall not, solely by reason of this Agreement or any other Loan Documents, have any fiduciary relationship in respect of any Lender or any other Person.

12.3 Lack of Reliance on the Administrative Agent. Independently and without reliance upon the Administrative Agent, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of Holdings and its Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Holdings or any of its Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of Holdings or any of its Subsidiaries or the existence or possible existence of any Default or Event of Default.

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12.4 Certain Rights of the Administrative Agent. If the Administrative Agent requests instructions from the Required Lenders or the Required Revolving Lenders, as the case may be, with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders or the Required Revolving Lenders, as the case may be; and the Administrative Agent shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of the Required Lenders or the Required Revolving Lenders, as the case may be.

12.5 Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

12.6 Indemnification. To the extent the Administrative Agent (or any affiliate thereof) is required to be reimbursed or indemnified by the Borrower and has not been reimbursed and indemnified by the Borrower (and without limiting its obligation to do so), the Lenders will reimburse and indemnify the Administrative Agent (and any affiliate thereof), including without limitation in its capacity as Collateral Agent under the Loan Documents, in proportion to their respective “percentage” as used in determining the Required Lenders (determined as if there were no Defaulting Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s (or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

12.7 The Administrative Agent in its Individual Capacity. With respect to its obligation to make Loans, or issue or participate in Letters of Credit, under this Agreement, the Administrative Agent shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term “Lender,” “Required Lenders,” “Required Revolving Lenders” or any similar terms shall, unless the context clearly indicates otherwise, include the Administrative Agent in its respective individual capacities. The Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to any Loan Party or any Affiliate of any Loan Party (or any Person engaged in a similar business with any Loan Party or any Affiliate thereof) as if they were not performing the duties specified herein, and may accept fees and other consideration from any Loan Party or any Affiliate of any Loan Party for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

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12.8 Holders. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent and recorded in the Register. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.

12.9 Resignation by the Administrative Agent. (a) The Administrative Agent may resign from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving fifteen (15) Business Days’ prior written notice to the Lenders and the Borrower. Any such resignation by an Administrative Agent hereunder shall also constitute its resignation as an Issuing Lender and the Swingline Lender, in which case the resigning Administrative Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Issuing Lender or Swingline Lender, as the case may be, with respect to any Letters of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b), (c) and (d) below or as otherwise provided below.

(b) Upon any such notice of resignation by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval shall not be required if an Event of Default under Sections 11.1(a) or (f) then exists).

(c) If a successor Administrative Agent shall not have been so appointed within such fifteen (15) Business Day period, the Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed; provided that the Borrower’s consent shall not be required if an Event of Default under Section 11.1(a) or (f) then exists), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

(d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above before the date that is twenty (20) Business Days after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and/or under any other Loan Document (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

(e) Upon a resignation of the Administrative Agent pursuant to this Section 12.9, the Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Section 12 (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

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(f) Resignation by an Issuing Lender.

(i) An Issuing Lender may resign from the performance of all its respective functions and duties hereunder and/or under the other Loan Documents at any time by giving fifteen (15) Business Days’ prior written notice to the Lenders and the Borrower. Any resigning Issuing Lender (x) shall not be required to issue any further Letters of Credit hereunder and (y) shall maintain all of its rights as Issuing Lender with respect to any Letters of Credit issued by it prior to the date of such resignation. Such resignation shall take effect pursuant to clauses (ii), (iii) and (iv) below or as otherwise provided below.

(ii) Upon any such notice of resignation by an Issuing Lender, the Required Lenders shall appoint a successor Issuing Lender hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to the Borrower, which acceptance shall not be unreasonably withheld, conditioned or delayed (provided that the Borrower’s approval shall not be required if an Event of Default under Section 11.1(f) then exists).

(iii) If a successor Issuing Lender shall not have been so appointed within such fifteen (15) Business Day period, the resigning Issuing Lender, with the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Borrower’s consent shall not be required if an Event of Default under Section 11.1(f) then exists), shall then appoint a successor Issuing Lender who shall serve as Issuing Lender hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Issuing Lender as provided above.

(iv) If no successor Issuing Lender has been appointed pursuant to clause (ii) or (iii) above within twenty (20) Business Days after the date such notice of resignation was given by such Issuing Lender, such Issuing Lender’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Issuing Lender hereunder and/or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Issuing Lender as provided above.

(v) Upon a resignation of an Issuing Lender pursuant to this Section 12.9(g), such Issuing Lender shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Section 12 (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of such Issuing Lender for all of its actions and inactions while serving as an Issuing Lender.

12.10 Collateral Matters. (a) Each Secured Party authorizes and directs the Collateral Agent to enter into the Security Documents and any Intercreditor Agreement, other intercreditor arrangements or collateral trust arrangements contemplated by this Agreement on behalf of and for the benefit of the Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document and any Intercreditor Agreement and other agreements or documents. Each Lender hereby agrees, and each holder of any Note and each other Secured Party by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders (or such greater number of Lenders as may be required hereunder) in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the

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Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Security Documents.

(b) The Secured Parties hereby authorize the Collateral Agent to release, at the Borrower’s sole cost and expense, any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than inchoate indemnification obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than Holdings and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section 9.5, (iii) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder, to the extent required by Section 13.12) or (iv) as otherwise may be expressly provided in the relevant Security Documents. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 12.10.

(c) The Collateral Agent shall have no obligation whatsoever to the Secured Parties or to any other Person to assure that the Collateral exists or is owned by any Secured Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 12.10 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

12.11 Parallel Debt.

(a) Without prejudice to the provisions of this Agreement and the Security Documents and for the purpose of preserving the initial and continuing validity of the security interests in the Collateral granted and to be granted by the Loan Parties to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties, an amount equal to and in the same currency as the Obligations from time to time due by such Loan Party in accordance with the terms and conditions of the Loan Documents, including for the avoidance of doubt, any limitations set forth therein, shall be owing as separate and independent obligations of such Loan Party to the Collateral Agent (or any sub-agent thereof) for the benefit of any Secured Parties (such payment undertaking and the obligations and liabilities which are the result thereof the “Parallel Debt”).

(b) Each Loan Party and the Collateral Agent (and any sub-agent thereof) acknowledge that (i) for this purpose the Parallel Debt constitutes undertakings, obligations and liabilities of each Loan Party to the Collateral Agent (and any sub-agent thereof) under the Loan Documents which are separate and independent from, and without prejudice to, the corresponding Obligations under the Loan Documents which such Loan Party has to the Secured Parties and (ii) that the Parallel Debt represents the Collateral Agent’s (including any sub-agent thereof) own claims to receive payment of the Parallel Debt; provided that the total amount which may become due under the Parallel Debt shall never exceed the total amount which may become due under the Loan Documents; provided, further, that the Collateral Agent or any sub-agent thereof shall exercise its rights with respect to the Parallel Debt solely in accordance with this Agreement and any other Loan Document.

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(c) Every payment of monies made by a Loan Party to the Collateral Agent or any sub-agent thereof shall (conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application) be in satisfaction pro tanto of the covenant by such Grantor contained in Section 12.11(a); provided that if any such payment as is mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, liquidation or similar laws of general application the Collateral Agent and any sub-agent thereof shall be entitled to receive the amount of such payment from such Loan Party and such Loan Party shall remain liable to perform the relevant obligation and the relevant liability shall be deemed not to have been discharged.

(d) Subject to the provision in paragraph (c) of this Section 12.11, but notwithstanding any of the other provisions of this Section 12.11:

(i) the total amount due and payable as Parallel Debt under this Section 12.11 shall be decreased to the extent that a Loan Party shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties or any of them to reduce the outstanding principal amount of the applicable Obligations or the Collateral Agent (or any sub-agent thereof) on behalf of the applicable Secured Parties otherwise receives any amount in payment of such Obligations; and

(ii) to the extent that a Loan Parties shall have paid any amounts to the Collateral Agent (or any sub-agent thereof) under the Parallel Debt owed to it or the Collateral Agent (or any sub-agent thereof) shall have otherwise received monies in payment of the Parallel Debt owed to it, the total amount due and payable under the Loan Documents shall be decreased as if said amounts were received directly in payment of the applicable Obligations.

(e) In the event of a resignation of the Collateral Agent or any of its sub-agents or the appointment of a new Collateral Agent or sub-agent pursuant to this Agreement, the retiring or replaced Collateral Agent or sub-agent shall (i) assign the Parallel Debt owed to it (but not by way of novation) and (ii) transfer any Collateral granted to it securing such Parallel Debt, in each case to the successor Collateral Agent or sub-agent, as applicable.

12.12 Delivery of Information. The Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Administrative Agent from any Loan Party, any Subsidiary, the Required Lenders, any Lender or any other Person under or in connection with this Agreement or any other Loan Document except (i) as specifically provided in this Agreement or any other Loan Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of the Administrative Agent at the time of receipt of such request and then only in accordance with such specific request.

SECTION 13. MISCELLANEOUS

13.1 Payment of Expenses, etc. The Borrower hereby agrees upon the occurrence of the Closing Date to: pay (without duplication) all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers (including, the reasonable fees and disbursements of Cahill Gordon & Reindel LLP or other single counsel selected by the Administrative

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Agent and the reasonable fees and disbursements of a single local counsel to the Administrative Agent and Joint Lead Arrangers in each relevant jurisdiction and of a single special counsel to the Administrative Agent and Joint Lead Arrangers in each relevant specialty (in each case except allocated costs of in-house counsel)) in connection with the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein and any amendment, waiver, modification, enforcement or consent relating hereto or thereto, of the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates in connection with their syndication efforts with respect to this Agreement and of the Administrative Agent, of each Issuing Lender and the Swingline Lender in connection with the Back-Stop Arrangements entered into by such Persons and, after the occurrence and during the continuance of an Event of Default, of the Collateral Agent, each of the Issuing Lenders and Lenders in connection with the enforcement of this Agreement and the other Loan Documents and the documents and instruments referred to herein and therein or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or pursuant to any insolvency or bankruptcy proceedings (including, in each case, the reasonable out-of-pocket costs and expenses of one special counsel, one consultant and one local counsel in each relevant jurisdiction for the Administrative Agent and, after the occurrence and during the continuance of an Event of Default, for the group of Issuing Lenders and the group of Lenders (limited to, solely in the case of any actual or potential conflict of interest as determined by the affected Issuing Lender or Lender, one additional counsel for the affected Lenders as a whole). The Borrower hereby agrees to indemnify the Joint, Lead Arrangers, the Administrative Agent, the Collateral Agent, each Issuing Lender and each Lender, and each of their respective officers, directors, employees, representatives, agents, affiliates, trustees and investment advisors (each, an “Indemnified Person”) from and hold each of them harmless against any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees, disbursements and other charges for a single firm of counsel for all Indemnified Persons, taken as a whole, and if necessary, one single local counsel in each appropriate jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel in each relevant jurisdiction for any affected Lenders, taken as a whole) incurred by, imposed on or assessed against any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender is a party thereto and whether or not such investigation, litigation or other proceeding is brought by or on behalf of any Loan Party or its equity holders, Affiliates, creditors or other person) related to the entering into and/or performance of this Agreement or any other Loan Document or the use of any Letter of Credit or the proceeds of any Loans hereunder or the consummation of the Transactions or any other transactions contemplated herein or in any other Loan Document or the exercise of any of their rights or remedies provided herein or in the other Loan Documents, or (b) the actual or alleged presence of Materials of Environmental Concern at any Property; the generation, storage, transportation, handling or disposal of Materials of Environmental Concern by Holdings or any of its Subsidiaries at any location; the non-compliance by Holdings or any of its Subsidiaries with any Environmental Law (including applicable permits thereunder) applicable to any Property; or any related claim asserted against Holdings, any of its Subsidiaries or any Property (collectively, the “Environmental Liabilities”); provided that no Indemnified Person will be indemnified for (i) any cost, expense or liability to the extent determined by a court of competent jurisdiction in a final and non-appealable decision to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnified Person or any of its Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing, or (B) a material breach under this Agreement or any other Loan Document by any such persons or disputes between and among Indemnified Persons (other than disputes against the Joint Lead Arrangers, the Administrative Agent, the Collateral Agent or any Swingline Lender or Issuing Lender in such capacity or which involves an act or omission by the Borrower or its Affiliates), (ii) any settlement entered into by such person without the Borrower’s written consent

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(such consent not to be unreasonably withheld or delayed), (iii) any Taxes, other than any Taxes that represent losses or damages arising from any non-Tax claim and (iv) any increased costs, compensation or net payments incurred by or owed to any Indemnified Person to the extent addressed in Section 2.11 or Section 2.12, except to the extent set forth therein. To the extent that the undertaking to indemnify, pay or hold harmless the Administrative Agent, any Issuing Lender or any Lender set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. For clarity, the term “Administrative Agent” as used in this Section 13.1 shall include the Administrative Agent acting in its capacity as Collateral Agent under the Loan Documents.

Without limiting the indemnification obligations of the proceedingpreceding paragraph of this Section 13.1, to the full extent permitted by applicable law, each Loan Party, Subsidiary and Indemnified Person shall not assert, and hereby waives, any claim against any other party, on any theory of liability, for special, indirect, consequential, punitive or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions or any other transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. Each Loan Party, Subsidiary and Indemnified Person shall not be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such party results from such party’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non appealable decision).

This Section 13.1 shall not apply in respect of the matters addressed in Sections 2.11, 2.12, 3.6 and 5.5, which shall be the sole remedy in respect of matters addressed in such sections.

13.2 Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, each Issuing Lender and each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Loan Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other Indebtedness at any time held or owing by the Administrative Agent, such Issuing Lender or such Lender (including, without limitation, by branches and agencies of the Administrative Agent, such Issuing Lender or such Lender wherever located) to or for the credit or the account of Holdings or any of its Subsidiaries against and on account of the Obligations and liabilities of the Loan Parties to the Administrative Agent, such Issuing Lender or such Lender under this Agreement or under any of the other Loan Documents, including, without limitation, all interests in Obligations purchased by such Lender pursuant to Section 13.4, and all other claims of any nature or description arising out of or connected with this Agreement or any other Loan Document, irrespective of whether or not the Administrative Agent, such Issuing Lender or such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Sections 2.17(d) and (e) and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, each Issuing Lender, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

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13.3 Notices. (a) Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopier or cable communication) and mailed, telegraphed, telecopied, cabled or delivered: if to any Loan Party, at the address specified opposite its signature below or in the other relevant Loan Documents; if to any Lender, at its address specified on Schedule II; and if to the Administrative Agent, at the Notice Office; or, as to any Loan Party or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Lender, at such other address as shall be designated by such Lender in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, when mailed, telegraphed, telecopied, or cabled or sent by overnight courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case may be, or sent by telecopier, except that notices and communications to the Administrative Agent and the Borrower shall not be effective until received by the Administrative Agent or the Borrower, as the case may be.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent. Each of the Administrative Agent, Holdings and the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

13.4 Benefit of Agreement; Assignments; Participations. (a) (i) Assignments. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns permitted hereby (including any affiliate of any Issuing Lender that issues any Letter of Credit), except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void).

Subject to the conditions set forth in paragraph (a)(ii) below, any Lender may assign to one or more Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it and the Note or Notes (if any) held by it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A) in the case of any Lender, the Borrower; provided that such consent shall be deemed to have been given if the Borrower has not responded within ten (10) Business Days after notice by the Administrative Agent or the respective assigning Lender; provided further that no consent of the Borrower shall be required (x) in the case of any Lender, for an assignment of any Term Loan (other than with respect to Incremental Term Loans) and any Term Loan Commitment (other than with respect to Incremental Term Loan Commitments) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) if a Significant Event of Default has occurred and is continuing, any other Eligible Assignee;

(B) except, in the case of any Lender, with respect to an assignment of any Term Loan (other than with respect to Incremental Term Loans) and any Term Loan Commitment (other than with respect to Incremental Term Loan Commitments) to a Lender or an Affiliate of a Lender, the Administrative Agent; and

(C) with respect to any proposed assignment of all or a portion of any Revolving Loan or Revolving Loan Commitment, the Swingline Lender and each Issuing Lender.

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(ii) Assignment Conditions. Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than (i) with respect to Term Loans, $1,000,000 and (ii) with respect to Revolving Loans and Revolving Loan Commitments, $5,000,000 (provided that in each case, that simultaneous assignments to or by two (2) or more Approved Funds shall be aggregated for purposes of determining such amount) unless the Administrative Agent and the Borrower otherwise consent;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); and

(C) the Assignee, if it is not already a Lender hereunder, shall deliver to the Administrative Agent an administrative questionnaire and the IRS forms described in Section 5.5(b) (including the Non-Bank Certificate, as applicable) and any forms described in Section 5.5(c) (if applicable).

This Section 13.4(a) shall not prohibit any Lender from assigning all or any portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(iii) Assignments to Permitted Auction Purchasers. Each Lender acknowledges that each Permitted Auction Purchaser is an Eligible Assignee hereunder and may purchase or acquire Term Loans hereunder from Lenders from time to time pursuant to (x) Dutch Auctions open to all Lenders on a pro rata basis or (y) open market purchases, in each case in accordance with the terms of this Agreement (including this Section 13.4), subject to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction,” in each case, and subject to the following further limitations:

(A) each Permitted Auction Purchaser agrees that, notwithstanding anything herein or in any of the other Loan Documents to the contrary, with respect to any Auction Purchase or other acquisition of Term Loans, (1) under no circumstances, whether or not any Loan Party is subject to a bankruptcy or other insolvency proceeding, shall such Permitted Auction Purchaser be permitted to exercise any voting rights or other privileges with respect to any Term Loans and any Term Loans that are assigned to such Permitted Auction Purchaser shall have no voting rights or other privileges under this Agreement and the other Loan Documents and shall not be taken into account in determining any required vote or consent and (2) such Permitted Auction Purchaser shall not receive information provided solely to Lenders by the Administrative Agent or any Lender and shall not be permitted to attend or participate in meetings attended solely by Lenders and the Administrative Agent and their advisors; rather, all Loans held by any Permitted Auction Purchaser shall be automatically Cancelled immediately upon the purchase or acquisition thereof in accordance with the terms of this Agreement (including this Section 13.4);

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(B) at the time any Permitted Auction Purchaser is making purchases of Loans pursuant to a Dutch Auction or open market purchase it shall enter into an Assignment and Assumption;

(C) immediately upon the effectiveness of each Auction Purchase or other acquisition of Term Loans, a Cancellation (it being understood that such Cancellation shall not constitute a voluntary repayment of Loans for purposes of this Agreement) shall be automatically irrevocably effected with respect to all of the Loans and related Obligations subject to such Auction Purchase for no consideration, with the effect that such Loans and related Obligations shall for all purposes of this Agreement and the other Loan Documents no longer be outstanding, and the Borrower and the Guarantors shall no longer have any Obligations relating thereto, it being understood that such forgiveness and cancellation shall result in the Borrower and the Guarantors being irrevocably and unconditionally released from all claims and liabilities relating to such Obligations which have been so cancelled and forgiven, and the Collateral shall cease to secure any such Obligations which have been so cancelled and forgiven; and

(D) at the time of such Purchase Notice and Auction Purchase or open market purchases, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) no proceeds of Revolving Loans are used to consummate the Auction Purchase.

Notwithstanding anything to the contrary herein, this Section 13.4(a)(iii) shall supersede any provisions in Sections 2.8 and 13.6 to the contrary.

(iv) Assignments to Affiliated Lenders. Any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Loans to an Affiliated Lender (including Affiliated Investment Funds) through (1) Dutch Auctions open to all Lenders on a pro rata basis or (2) open market purchases, in each case in accordance with the terms of this Agreement (including Section 13.4), subject to the restrictions set forth in the definitions of “Eligible Assignee” and “Dutch Auction,” in each case, and subject to the following further limitations:

(A) notwithstanding anything in Section 13.12 or the definition of “Required Lenders” to the contrary, (x) for purposes of determining whether the Lenders have (1) consented to any amendment, waiver or modification of any Loan Document (including such modifications pursuant to Section 13.12), (2) otherwise acted on any matter related to any Loan Document, (3) directed or required the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, or (4) subject to Section 2.14, voted on any plan of reorganization pursuant to Title 11 of the United States Code, that in either case does not require the consent of each Lender or each affected Lender or does not adversely affect such Restricted Affiliated Lender disproportionately in any material respect as compared to other Lenders, Restricted Affiliated Lenders will be deemed to have voted in the same proportion as Lenders that are not Restricted Affiliated Lenders voting on such matter and (y) Affiliated Investment Funds may not in the aggregate account for more than 49.9% of the amounts set forth in the calculation of Required Lenders and any amount in excess of 49.9% will be subject to the limitations set forth in clause (x) above;

(B) Restricted Affiliated Lenders shall not receive (i) information provided solely to Lenders by the Administrative Agent or any Lender and shall not be permitted to attend or participate in meetings or conference calls attended solely by Lenders and the Administrative Agent and their advisors, other than the right to receive notices of Borrowings, notices of prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Section 2 and (ii) advice of counsel to the Lenders or the Administrative Agent or challenge the attorney-client privilege afforded to such Persons;

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(C) at the time any Affiliated Lender is making purchases of Loans pursuant to a Dutch Auction or an open market purchase it shall enter into an Assignment and Assumption;

(D) at the time of such Purchase Notice and Auction Purchase or open market purchase, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and

(E) the aggregate principal amount of all Term Loans that may be purchased by Restricted Affiliated Lenders through Dutch Auctions or assigned to the Restricted Affiliated Lenders through open market purchases shall in no event exceed, as calculated at the time of the consummation of any aforementioned Purchases or assignments, 20% of the aggregate principal amount of the Term Loans then outstanding.

Notwithstanding anything to the contrary herein, this Section 13.4(a)(iv) shall supersede any provisions in Sections 2.8 and 13.6 to the contrary.

(v) Novation. Subject to acceptance and recording thereof pursuant to Section 13.4(a)(vi) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.11, 2.12, 5.5 and 13.1). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.4 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations if such transaction complies with the requirements of Section 13.4.

(vi) Acceptance and Register. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), together with (x) any processing and recordation fee and (y) any written consents to such assignment required by Section 13.4, the Administrative Agent shall promptly accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(vii) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations in respect of Term Loans and/or Revolving Loan Commitments to one or more banks or other entities (other than a Disqualified Lender, a natural person or a Defaulting Lender) (a “Participant”) in all or a portion of such Lender’s rights and obligations with respect thereto; provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, each Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement; provided further that any Permitted Auction

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Purchaser or Affiliated Lender shall only be permitted to be a Participant to the extent such Permitted Auction Purchaser or Affiliated Lender would otherwise be permitted to receive an assignment pursuant to Section 13.4(a). Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the first or second proviso of Section 13.12(a) and (2) directly affects such Participant. Each Lender that sells a participation shall, acting solely for U.S. federal income tax purposes as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the commitment of, and the principal amounts (and stated interest) of, each Participant’s interest in the Loans, L/C Obligations or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, L/C Obligations or its other obligations under any Loan Document) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan, L/C Obligation or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the IRS. The entries in the Participant Register shall be conclusive and binding absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(viii) The Borrower agrees that (x) each Participant shall be entitled to the benefits of Sections 2.11 and 2.12 (subject to the requirements of those sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.4(a) and (y) each Participant shall be entitled to the benefits of Section 5.5 if the Borrower is notified that a participation has been sold and such Participant agrees, for the benefit of the Borrower, to comply with the requirements of Section 5.5 to the same extent as if it were a Lender that had acquired its interest by assignment pursuant to Section 13.4(a) (and for the purposes of the definitions of Excluded Taxes, Indemnified Taxes, Other Taxes and Taxes, such Participant shall be treated as if it were a Lender). Notwithstanding the foregoing, no Participant shall be entitled to receive any greater payment under Section 2.11 or 5.5 than the applicable participating Lender would have been entitled to receive in respect of the amount of the participation transferred by such participating Lender to such Participant had no such participation occurred, except to the extent such entitlement to receive a greater payment results from a Change in Tax Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.2.

(b) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 13.4 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

(c) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in Section 13.4.

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(d) Each Lender, upon succeeding to an interest in Commitments or Loans, as the case may be, represents and warrants as of the effective date of the applicable Assignment and Assumption that it is an Eligible Assignee.

Notwithstanding the foregoing provisions of this Section 13.4 or any other provision of this Agreement, if the Borrower shall have consented thereto in writing in its sole discretion, the Administrative Agent shall have the right, but not the obligation, to effectuate assignments of Loans, Incremental Term Loan Commitments and Term Loan Commitments via an electronic settlement system acceptable to the Administrative Agent and the Borrower as designated in writing from time to time to the Lenders by the Administrative Agent (the “Settlement Service”). At any time when the Administrative Agent elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed Assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be subject to the prior written approval of the Borrower and shall be consistent with the other provisions of this Section 13.4. Each assigning Lender and proposed Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment of Loans, Incremental Term Loan Commitments and Term Loan Commitments pursuant to the Settlement Service. Assignments and assumptions of Loans, Incremental Term Loan Commitments and Term Loan Commitments shall be effected by the provisions otherwise set forth herein until the Administrative Agent notifies Lenders of the Settlement Service as set forth herein. The Borrower may withdraw its consent to the use of the Settlement Service at any time upon notice to the Administrative Agent, and thereafter assignments and assumptions of the Loans, Incremental Term Loan Commitments and Term Loan Commitments shall be effected by the provisions otherwise set forth herein.

13.5 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between the Borrower or any other Loan Party and the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights, powers and remedies herein or in any other Loan Document expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender would otherwise have. No notice to or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent, the Collateral Agent, any Issuing Lender or any Lender to any other or further action in any circumstances without notice or demand.

13.6 Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata (or in accordance with Section 11.4, as applicable) based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

(b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans, Unpaid Drawings, Commitment Fees or Letter of Credit Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and

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due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Loan Party to such Lenders in such amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lenders, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

(c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 13.6(a) and (b) shall be subject to the express provisions of this Agreement that (i) require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders and (ii) permit disproportionate payments with respect to the Loans as, and to the extent, expressly provided herein. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (i) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent, each Issuing Lender, Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (ii) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

13.7 [Reserved].

13.8 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT FOR NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT

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(OTHER THAN ALL LOAN DOCUMENTS GOVERNED BY OR EXPRESSED TO BE GOVERNED BY FOREIGN LAW), EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH PERSON, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN ALL LOAN DOCUMENTS GOVERNED BY OR EXPRESSED TO BE GOVERNED BY FOREIGN LAW) BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH PERSON. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PERSON AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST HOLDINGS, U.S. HOLDINGS, THE BORROWER OR ANY SUBSIDIARY GUARANTORS IN ANY OTHER JURISDICTION.

(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN ALL LOAN DOCUMENTS GOVERNED BY OR EXPRESSED TO BE GOVERNED BY FOREIGN LAW) BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

13.9 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent. Delivery of an executed counterpart by facsimile or electronic transmission shall be as effective as delivery of an original executed counterpart.

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13.10 Effectiveness. This Agreement shall become effective on the date (the “Closing Date”) on which (a) Holdings, U.S. Holdings, the Borrower, each Subsidiary Guarantor, the Administrative Agent, each Joint Lead Arranger and each of the Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered the same to the Administrative Agent at the Notice Office or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or telex notice (actually received) at such office that the same has been signed and mailed to it and (b) the conditions precedent set forth in Section 7.1 have been satisfied or waived. The Administrative Agent will give Holdings, the Borrower and each Lender prompt written notice of the occurrence of the Closing Date.[Reserved.]

13.11 Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor any other Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Loan Parties party hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of Holdings may be released from, the Guarantee and the Security Documents without the consent of the Required Lenders or all of the Lenders, as set forth below, in accordance with the express provisions hereof or thereof that otherwise permit such release); provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly and adversely affected in the case of following clause (i)(y) or whose Obligations are being extended in the case of following clause (i)(x)), (i)(x) extend the final scheduled maturity of any Loan or Note or extend the stated expiration date of any Letter of Credit beyond the Revolving Loan Maturity Date or (y) or reduce the rate or extend the time of payment of interest or Fees thereon or of any scheduled repayment of the Term Loans (except in connection with the waiver of applicability of any post-default increase in interest rates), or reduce (or forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.7(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)) or of any scheduled repayment of the Term Loans, (ii) release all or substantially all of the Collateral or all or substantially all of the value of the Guarantees (except as expressly provided in the Loan Documents) under all the Security Documents or this Agreement, respectively, (iii) amend, modify or waive any provision of this Section 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date) or (iv) reduce the “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date); provided further that no such change, waiver, discharge or termination shall (1) increase the Commitments of any Lender (including any Defaulting Lender) over the amount thereof then in effect or extend the stated expiration date of any Commitment of any Lender (including any Defaulting Lender) without the consent of such Lender (including any Defaulting Lender) (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of each Issuing Lender, amend, modify or waive any provision of Section 3 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of the Administrative Agent, (5) without the consent of Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent or (6) reduce the percentage contained in the definitions of the terms “Required Revolving Lenders” and “Required Term Lenders” without the prior written consent of each Lender under its respective Facility.

(b) Notwithstanding the foregoing: (I) only the consent of the Required Revolving Lenders shall be necessary to (i) amend, waive or modify the terms and provisions of Section 9.1 and the first sentence of Section 11.2(b) (and related definitions as used in such Sections, but not as used in other Sections of this Agreement) and no such amendment, waiver or modification of any such terms or provisions (and related definitions as used in such Sections, but not as used in other

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Sections of this Agreement) shall be permitted without the consent of the Required Revolving Lenders, (ii) amend, modify or waive any condition precedent set forth in Section 7.2 or 7.3 with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit or (iii) amend, modify or waive any provision of this Agreement that solely affects the Revolving Lenders in respect of such Revolving Facility, including (except as explicitly provided in the first proviso of Section 13.12(a)), the final scheduled maturity, interest, Fees, prepayment penalties and voting in respect of the Revolving Facility; (II) only the consent of the Required Term Lenders shall be necessary to (i) amend, modify or waive any provision of this Agreement that solely affects the Term Lenders in respect of any Term Facility, including (except as explicitly provided in the first proviso of Section 13.12(a)), the final scheduled maturity, interest, Fees, prepayment penalties and voting in respect of thesuch Term Facility or (ii) amend, modify or waive any condition precedent set forth in Section 7.2 or 7.3 with respect to the making of Term Loans; and (III) only the consent of the Required Lenders constituting Incremental Lenders shall be necessary to (i) amend, modify or waive any condition precedent set forth in the applicable Incremental Amendment or Section 7.2 or 7.3 with respect to the making of the applicable Incremental Loans or (ii) amend, modify or waive any provision of this Agreement or the applicable Incremental Amendment that solely affects the applicable Incremental Lenders in respect of the applicable Incremental Facility, including (except as explicitly provided in the first proviso of Section 13.12(a)), the final scheduled maturity, interest, Fees, prepayment penalties and voting in respect of the applicable Incremental Facility.

(c) Notwithstanding the provisions of Section 13.12(a), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement or to increase the amount of the existing facilities under this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof, (ii) to permit any such additional credit facility which is a term loan facility or any such increase in the Term Facility to share ratably in prepayments with the Term Loans, (iii) to permit any such additional credit facility which is a revolving loan facility or any such increase in the Revolving Facility to share ratably in prepayments with the Revolving Facility and (iv) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

(d) Notwithstanding the provisions of Section 13.12(a), this Agreement and the other Loan Documents may be amended in connection with any Permitted Amendment pursuant to a Loan Modification Offer in accordance with Section 2.172.16 (and the Administrative Agent and the Borrower may effect such amendments to this Agreement, any Intercreditor Agreement (or enter into a replacement thereof) and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Company, to effect the terms of such Permitted Amendment).

(e) Notwithstanding the provisions of Section 13.12(a), but subject to Section 5.1(b), this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the Refinancing or modification of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan hereunder (“Replacement Term Loans”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (ii) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (iii) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term

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Loans at the time of such Refinancing and (iv) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable (unless all remaining Lenders have the benefit of any more favorable terms) to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such Refinancing.

(f) Notwithstanding the provisions of Section 13.12(a), this Agreement and the other Loan Documents may be amended or amended and restated as contemplated by Section 2.15 in connection with any Incremental Amendment and any increase in or new Commitments or Loans, with the consent of the Borrower, the Administrative Agent and the Incremental Term Lenders or Incremental Revolving Lenders (as applicable) providing such increased or new Commitments or Loans. In addition, the Administrative Agent may enter into an Intercreditor Agreement (or amend, supplement or modify and existing Intercreditor Agreement) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the terms of any Incremental Term Loans or Incremental Revolving Commitments.

(g) Notwithstanding the provisions of Section 13.12(a), this Agreement and the other Loan Documents may be amended or amended and restated as contemplated by Section 2.18 in connection with any Refinancing Amendment and the Lenders providing the Other Term Loans and Other Revolving Loans. In addition, the Administrative Agent may enter into an Intercreditor Agreement (or amend, supplement or modify and existing Intercreditor Agreement) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the terms of any Other Term Loans and Other Revolving Loan.

(h) Notwithstanding the provisions of Section 13.12(a), any provision of this Agreement may be amended by an agreement in writing entered into by Holdings, the Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Issuing Lender and the Swingline Lender) if (i) by the terms of such agreement the Commitment (if any) of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.4) in full of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement

(i) Notwithstanding anything to the contrary contained in this Section 13.12, (x) Security Documents (including any Security Documents) and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and any Loan Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents (other than the Security Documents), then the Administrative Agent and the Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.

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(j) Notwithstanding the provisions of Section 13.12(a), the Administrative Agent may amend an Intercreditor Agreement (or enter into a replacement thereof), any Security Documents and/or replacement Security Documents (including a collateral trust agreement) in connection with the incurrence of (a) any Indebtedness permitted under Section 9.2 to provide that a Senior Representative acting on behalf of the holders of such Indebtedness shall become a party thereto and shall have rights to share in the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and (b) any Indebtedness permitted under Section 9.2 to provide that a Senior Representative acting on behalf of the holders of such Indebtedness shall become a party thereto and shall have rights to share in the Collateral on a second lien, subordinated basis to the Obligations and the obligations in respect of any Indebtedness described in clause (a) above.

13.13 Survival. All indemnities set forth herein including, without limitation, in Sections 2.11, 2.12, 3.6, 5.5, 12.6 and 13.1 shall survive the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Obligations.

13.14 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any office, Subsidiary or Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans pursuant to this Section 13.14 would, at the time of such transfer, result in increased costs under Section 2.11, 2.12, 3.6 or 5.5 from those being charged by the respective Lender prior to such transfer, then no Borrower shall be obligated to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting from changes in any applicable law, treaty, government rule, regulation, guideline or order, or in the official interpretation thereof, after the date of the respective transfer).

13.15 Register. The Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this Section 13.15, to maintain a register (the “Register”) on which it will record from time to time the name and address of each Lender and each Issuing Lender, the Commitments, the principal amounts of the Loans, L/C Obligations and any other obligations under the Loan Documents, and the amounts of stated interest due thereon, owing to each Lender and each Issuing Lender pursuant the terms hereof and any Note. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations in respect of such Loans, L/C Obligations or other obligations under the Loan Documents. With respect to any Lender or Issuing Lender, the transfer of the Commitments of such Lender or Issuing Lender and the rights to the principal of, and interest on, any Loans, L/C Obligations and any other obligations under the Loan Documents owing to such Lender or Issuing Lender shall not be effective until such transfer is recorded on the Register maintained by the Administrative Agent and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans, L/C Obligations and other obligations under the Loan Documents shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments, Loans, L/C Obligations or other obligations under the Loan Documents shall be recorded by the Administrative Agent on the Register upon and only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and Assumption pursuant to Section 13.4. Upon such acceptance and recordation, the assignee specified therein shall be treated as a Lender and/or Issuing Lender for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender (but only, in the case of a Lender, at the Administrative Agent’s Office and with respect to any entry relating to such Lender’s Commitments, Loans, L/C Obligations and other Obligations), at any reasonable time and from time to time upon reasonable prior notice. Coincident with the delivery of such an Assignment and Assumption to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter as practicable, the assigning or transferor Lender shall surrender the Note (if any) evidencing such Loan, and thereupon one or more new Notes in the same aggregate principal amount shall be issued to the assignee or transferee Lender at the request of any such Lender. The Borrower agrees to

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indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 13.15 to the same extent that the Administrative Agent is otherwise indemnified pursuant to Section 13.1.

13.16 Confidentiality. (a) Subject to the provisions of clause (b) of this Section 13.16, each Lender agrees that it will not disclose without the prior consent of the Borrower (other than to its employees, auditors, advisors, agents, representatives or counsel or to another Lender if such Lender or such Lender’s holding or parent company in its sole discretion determines that any such party should have access to such information, provided such Persons shall be subject to the provisions of this Section 13.16 to the same extent as such Lender) any information with respect to Holdings or any of its Subsidiaries which is now or in the future furnished pursuant to this Agreement or any other Loan Document; provided that any Lender may disclose any such information (i) as has become generally available to the public other than by virtue of a breach of this Section 13.16(a) by the respective Lender, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors, (iii) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender, (v) to the Administrative Agent or the Collateral Agent, (vi) to any direct or indirect contractual counterparty in any swap, hedge or similar agreement (or to any such contractual counterparty’s professional advisor), so long as such contractual counterparty (or such professional advisor) agrees to be bound by the provisions of this Section 13.16 or substantially similar terms and (vii) to any prospective or actual transferee or Participant in connection with any contemplated transfer or participation of any of the Notes or Commitments or any interest therein by such Lender; provided that such prospective transferee agrees to be bound by the confidentiality provisions contained in this Section 13.16 or substantially similar terms.

(b) Each of Holdings and the Borrower hereby acknowledges and agrees that each Lender may share with any of its affiliates, and such affiliates may share with such Lender, any information related to Holdings or any of its Subsidiaries (including, without limitation, any non-public customer information regarding the creditworthiness of Holdings and its Subsidiaries); provided that such Persons shall be subject to the provisions of this Section 13.16 to the same extent as such Lender.

13.17 Patriot Act. Each Lender subject to the Patriot Act hereby notifies Holdings and the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Holdings, the Borrower and the other Loan Parties and other information that will allow such Lender to identify Holdings, the Borrower and the other Loan Parties in accordance with the Patriot Act.

13.18 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

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13.19 Judgment Currency. (a) The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in the respective Available Currency (the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Collateral Agent or the respective Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent or such Lender under this Agreement or the other Loan Documents. If for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the applicable Alternate Currency Equivalent or the Dollar Equivalent thereof, as the case may be, and, in the case of other currencies, the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the day on which the judgment is given (such day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate or exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining the Dollar Equivalent or the applicable Alternate Currency Equivalent or any other rate of exchange for this Section 13.19, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

13.20 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings and the Borrower acknowledges and agrees, and acknowledges its Affiliates’’ understanding, that: (a)(i) no fiduciary, advisory or agency relationship between Holdings and its Subsidiaries and the Administrative Agent, any Joint Lead Arranger, any L/C Issuer, any Swingline Lender or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent, any Joint Lend Arranger, any L/C Issuer, any Swingline Lender or any Lender has advised or is advising Holdings or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders are arm’s-length commercial transactions between Holdings and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b)(i) the Administrative Agents, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders each is and has been acting solely as a principal and, except as expressly agreed, in writing by the relevant parties, has not been, is not, and

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will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders and their respective Affiliates may be engaged, for their own accounts or the accounts of customers, in a broad range of transactions that involve interests that differ from those of the Borrower or any of its Affiliates and none of the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, each of Holdings and the Borrower hereby waives and releases any respective claims that either may have against the Administrative Agent, the Joint Lead Arrangers, the L/C Issuers, the Swingline Lenders and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

13.21 Amendment and Restatement. (a) On the Amendment No. 1 Effective Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement. From and after the Amendment No. 1 Effective Date, the Obligations outstanding under the Original Credit Agreement shall be governed by the terms of this Agreement. The parties hereto acknowledge and agree that (A) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the “Obligations” (as defined in the Original Credit Agreement) under the Original Credit Agreement as in effect prior to the Amendment No. 1 Effective Date and which remain outstanding, (B) the “Obligations” are in all respects continuing (as amended and restated hereby and which are hereinafter subject to the terms herein) and (C) the Liens and security interests as granted under the applicable Loan Documents securing payment of such “Obligations” are in all respects continuing and in full force and effect and are reaffirmed hereby. Each Loan Party ratifies its authorization for the Collateral Agent to file in any relevant jurisdictions any such financing statement or other instrument relating to all or any part of the Collateral if filed prior to the date hereof. Notwithstanding anything to the contrary, as of the Amendment No. 1 Effective Date all specified baskets in this Agreement shall be deemed to be unutilized.

(b) On and after the Amendment No. 1 Effective Date, (i) all references to the “Credit Agreement”, “therein”, “thereof”, “thereunder” or words of similar import when referring to the Original Credit Agreement in the Loan Documents delivered pursuant to the Original Credit Agreement shall mean and shall be deemed to refer to this Agreement without further amendment of such Loan Documents, (ii) all references to any section (or subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Amendment No. 1 Effective Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to refer to the Original Credit Agreement as amended and restated hereby.

(c) This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly Authorized Officers as of the day and year first above written.

THE BORROWER:	ANCESTRY.COM INC. (F/K/A GLOBAL GENERATIONS MERGER SUB INC.) By:                                                                                         Name       Title:
GUARANTORS:	ANCESTRY.COM LLC (F/K/A ANVIL US 1 LLC) By:                                                                                         Name       Title:
	ANCESTRY US HOLDINGS INC. (F/K/A GLOBAL GENERATIONS INTERNATIONAL INC.) By:                                                                                         Name       Title:
	ANCESTRY INTERNATIONAL HOLDINGS LLC (F/K/A ANCESTRY.COM LLC) By:                                                                                         Name       Title:
	ANCESTRY.COM DNA, LLC By:                                                                                         Name       Title:
	ANCESTRY.COM OPERATIONS INC. By:                                                                                         Name       Title:

[Signature Page to Credit Agreement]

iARCHIVES, INC.

By:                                                                                  

      Name

      Title:

TGN SERVICES, LLC

By:                                                                                  

      Name

      Title:

ANCESTRY.COM OPERATIONS INC.,

as Sole Member of

WE’RE RELATED, LLC

By:                                                                                  

      Name

      Title:

ANCESTRY INTERNATIONAL LLC (F/K/A

ANVIL US 2 LLC)

By:                                                                                  

      Name

      Title:

WE’RE RELATED, LLCANCELUX 3 S.À R.L

By:                                                                                  

      Name

      Title:

ANCELUX 4 S.À R.L

By:                                                                                  

      Name

      Title:

[Signature Page to Credit Agreement]

ANVILIRE LIMITED

By:                                                                                  

      Name

      Title:

ANVILIRE ONE LIMITED

By:                                                                                  

      Name

      Title:

[Signature Page to Credit Agreement]

BARCLAYS BANK PLC, as Administrative Agent, Issuing Lender, Swingline Lender and a Lender
By:
	Name: Title:

[Signature Page to Credit Agreement]

EX-10.2

Exhibit 10.2

EXECUTION VERSION

TRANSACTION AND MONITORING FEE AGREEMENT

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.

WHEREAS, this Agreement is being entered into in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of October 21, 2012, by and among Global Generations International Inc., a Delaware corporation and indirect wholly owned Subsidiary of the Company (“Parent”), Global Generations Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and direct wholly owned Subsidiary of Parent and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned Subsidiary of Parent (the “Transactions”).

WHEREAS, Permira and Spectrum have expertise in the areas of finance, strategy, investment, acquisitions and other matters relating to the Company, its subsidiaries and their businesses; and

WHEREAS, the Company desires to avail for itself and its subsidiaries, for the term of this Agreement, Permira’s and Spectrum’s expertise in providing financial and structural analysis, due diligence investigations, corporate strategy, other advice and negotiation assistance, which the Company believes will be beneficial to it and its subsidiaries, and Permira and Spectrum wish to provide the services to the Company as set forth in this Agreement in consideration of the payment of the fees described below.

NOW, THEREFORE, the parties agree as follows:

1. Term. This Agreement shall commence on the date hereof and shall terminate (except as provided in the immediately following sentence) on the earliest to occur of (a) the consummation of an IPO, (b) termination by Permira and Spectrum (acting jointly) upon 30 days written notice to the Company, (c) a sale, disposal, transfer or other disposition in one or more transactions (whether directly or indirectly through a merger or other form of transaction) to any Person or Group (as such term is defined in Section 13(d)(3) of the Exchange Act) that is not an Affiliate of any of the Investors of more than 50% of the Ordinary Shares of Ancelux Topco S.C.A., a Luxembourg société en commandite par actions (“SCA”) held by the Investors immediately following the Effective Time and (d) the twelfth anniversary of the date hereof (the “Term”); provided, however, that if no IPO has been consummated prior to the twelfth anniversary, the Term shall be automatically extended thereafter on a year to year basis unless (i) the Company provides written notice to Permira and Spectrum of its desire to terminate this Agreement or (ii) Permira and Spectrum provide written notice to the Company of their desire to terminate this Agreement, in each case, at least 30 days prior to the expiration of the Term or any extension thereof. The provisions of Sections 3(d), 3(e), 3(f), 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 and obligations to pay any outstanding unpaid fees and reimbursable expenses hereunder and accrued interest thereon shall survive the termination of this Agreement.

2. Services. Permira and Spectrum shall perform or cause to be performed such services for the Company and its subsidiaries as mutually agreed by the Company, Permira and Spectrum (the “Monitoring Services”), by and through Permira and Spectrum and/or their respective assigns, affiliates, officers, employees and/or representatives and third parties, as Permira and Spectrum in their sole discretion may designate from time to time, which include monitoring, management, advisory and consulting services in relation to the affairs of the Company and its subsidiaries.

3. Monitoring Fee.

(a) In consideration of Permira’s and Spectrum’s undertaking to provide the Monitoring Services hereunder, the Company shall pay Permira and Spectrum or one or more of their designees an annual advisory fee (the “Monitoring Fee”) in an aggregate amount for each fiscal year equal to $1,500,000 payable in arrears in quarterly installments (based on twelve 30-day months), for the period beginning on the date hereof and ending upon the termination of this Agreement as provided in Section 1 hereof. The Monitoring Fee shall be payable by the Company whether or not the Company actually requests that Permira or Spectrum provide any Monitoring Services. The Monitoring Fee payable to Permira and Spectrum shall be allocated 83.87% to Permira and 16.13% to Spectrum.

(b) (i) The first installment of the Monitoring Fee, for the period beginning on the date hereof and ending December 31, 2012, shall be payable on December 31, 2012 (unless otherwise directed by Permira, but in any event such amount shall be paid to Permira and Spectrum on the same date) in an amount equal to $375,000 multiplied by a fraction (A) the numerator of which is the actual number of days from and including the date hereof to and including December 31, 2012 and (B) the denominator of which is 90, and (ii) the second installment of the Monitoring Fee, for the period beginning on January 1, 2013 and ending on March 31, 2013, shall be payable on March 31, 2013 (unless otherwise directed by Permira, but in any event such amount shall be paid to Permira and Spectrum on the same date) in an amount equal to $375,000.

(c) Except as otherwise provided in Section 3(d) hereof, all subsequent payments of the Monitoring Fee shall be in quarterly installments, payable in arrears on September 30, December 31, March 31 and June 30 of each year, in an amount equal to $375,000.

(d) Upon the consummation of an IPO, the Company shall be obligated to pay to Permira and Spectrum or one or more of their designees a termination fee (the “Termination Fee”) in connection therewith, calculated as the net present value (using a discount rate equal to the yield as of the date of the IPO on U.S. Treasury securities of like maturity based on the times such payments would have been due) of the Monitoring Fees that would have been payable with respect to the period from the date of the IPO through the twelfth anniversary of the date hereof, or, if terminated following the twelfth anniversary of the date hereof, through the first anniversary of the date hereof that occurs after the date of the IPO; provided, that Permira and Spectrum will each only be paid one Termination Fee regardless of the number of public offerings by the Company or any of its subsidiaries. The Termination Fee payable to Permira and Spectrum shall be allocated 83.87% to Permira and 16.13% to Spectrum.

(e) Notwithstanding anything to the contrary contained herein, the Company shall accrue but not pay the Monitoring Fee if and for so long as (i) any such payment would constitute a default (or any event which might, with the lapse of time or the giving of notice or both, constitute a default) under the Company or any of its subsidiaries financing agreements (a “Default”); provided, however, that the Company shall be obligated to pay any accrued Monitoring Fees deferred under this Section 3(e)(i) to the extent that such payment would not constitute a Default, or (ii) Permira instructs the Company not to pay all or any portion of the Monitoring Fee during any fiscal year; provided, however, that if Permira instructs the Company to not pay all or any portion of the Monitoring Fee payable to Spectrum during any fiscal year, the Company shall not pay all or a proportionate portion of the Monitoring Fee payable to Permira during such fiscal year. Interest will accrue on all due and unpaid Monitoring Fees not paid pursuant to clause (i) of the preceding sentence at the Default Rate until such Monitoring Fees are paid, and such interest shall compound annually. The “Default Rate” shall be LIBOR (as such term is defined in the Company’s financing agreements) plus 8% per annum.

(f) In addition to the Monitoring Fee, the Company shall reimburse Permira and Spectrum, promptly upon request together with reasonable supporting documentation thereof, for (i) all reasonable out-of-pocket expenses incurred by Permira and Spectrum in connection with each of their obligations hereunder, including, but not limited to, travel and lodging expenses, and (ii) all reasonable out-of-pocket expenses of any consultants, legal counsel, subcontractors and other third parties incurred by Permira and Spectrum in connection with Permira’s and Spectrum’s obligations hereunder (such reimbursement of expenses pursuant to this Section 3(f)(ii) to be reasonably approved by the Chief Executive Officer of the Company).

(g) The portion of any Monitoring Fee paid to Permira pursuant to this Section 3 shall be paid 75% to PIV Ltd. and 25% to Permira Advisers.

4. Transaction Fees.

(a) The Company shall pay Permira a transaction fee (the “Transaction Fee”) in an aggregate amount equal to $15,300,000, which Transaction Fee shall be payable at the Closing (or at such other time as agreed between Permira and the Company).

(b) It is the understanding of the parties that Permira may be involved with actual or potential acquisitions, divestitures, financings or other major transactions involving the Company and its subsidiaries in which case Permira or one or more of its designees shall be entitled to such compensation as the Company and Permira shall mutually agree in addition to any other fees payable pursuant to this Agreement; provided, that any fees payable pursuant to this Section 4(b) must be approved by a majority of the Investor Interests held by Spectrum and the Other Investors (which majority must include the Investor Interests held by Spectrum).

(c) The Transaction Fee and any other fee paid to Permira pursuant to this Section 4 shall be paid 100% to PIV Ltd.

5. Personnel. Permira and Spectrum shall provide and devote to the performance of this Agreement such employees and agents of Permira and Spectrum, respectively, as each of Permira and Spectrum shall deem appropriate to the furnishing of the services required.

6. Liability.

(a) None of Permira, nor any of its Affiliates or their respective partners, members, employees or agents (collectively, the “Permira Designees”) shall be liable to the Company or any of its subsidiaries or Affiliates for any loss, liability, damage or expense (collectively, a “Loss”) arising out of or in connection with this Agreement or the performance of services contemplated hereunder (including, without limitation, the performance of services provided pursuant to Section 4(b) above), unless and then only to the extent that such Loss is determined by a court of competent jurisdiction in a final, non-appealable determination to have resulted from gross negligence or willful misconduct on the part of Permira or the Permira Designees, and in no event shall the aggregate liability of Permira and the Permira Designees with respect to this Agreement or the services provided hereunder exceed the aggregate amount of all Monitoring Fees and Transaction Fees paid to Permira or its designees pursuant to this Agreement. Permira makes no representations or warranties, express or implied, in respect of the services to be provided by Permira or the Permira Designees. Except as Permira may otherwise agree in writing on or after the date hereof, nothing herein will in any way preclude Permira, the Permira Funds or the Permira Designees or their respective partners (both general and limited), members (managing or

otherwise), officers, directors, employees, agents or representatives from engaging in any business activities or from performing services for its own or their account or for the account of others, including for companies that may be or are in competition with the business conducted by the Company, and none of Permira, the Permira Funds or the Permira Designees shall have any duty (contractual or otherwise) to communicate or present any corporate opportunity to the Company or any of its subsidiaries or Affiliates and none of them shall have any liability to the Company or any of its subsidiaries or Affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Permira, the Permira Funds or the Permira Designees directly or indirectly pursue or acquire such opportunity for themselves, direct such opportunity to another Person or do not present such opportunity to the Company or any of its subsidiaries or Affiliates. In no event will any of the parties hereto be liable to any other party hereto for any punitive, exemplary, indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise), unless such liability is determined by a court of competent jurisdiction in a final, non-appealable determination to have resulted from gross negligence or willful misconduct on the part of Permira or the Permira Designees.

(b) None of Spectrum, nor any of its Affiliates or their respective partners, members, employees or agents (collectively, the “Spectrum Designees”) shall be liable to the Company or any of its subsidiaries or Affiliates for any Loss arising out of or in connection with this Agreement or the performance of services contemplated hereunder, unless and then only to the extent that such Loss is determined by a court of competent jurisdiction in a final, non-appealable determination to have resulted from gross negligence or willful misconduct on the part of Spectrum or the Spectrum Designees, and in no event shall the aggregate liability of Spectrum and the Spectrum Designees with respect to this Agreement or the services provided hereunder exceed the aggregate amount of all Monitoring Fees paid to Spectrum or its designees pursuant to this Agreement. Spectrum makes no representations or warranties, express or implied, in respect of the services to be provided by Spectrum or the Spectrum Designees. Except as Spectrum may otherwise agree in writing on or after the date hereof, nothing herein will in any way preclude Spectrum, the Spectrum Funds or the Spectrum Designees or their respective partners (both general and limited), members (managing or otherwise), officers, directors, employees, agents or representatives from engaging in any business activities or from performing services for its own or their account or for the account of others, including for companies that may be or are in competition with the business conducted by the Company, and none of Spectrum, the Spectrum Funds or the Spectrum Designees shall have any duty (contractual or otherwise) to communicate or present any corporate opportunity to the Company or any of its subsidiaries or Affiliates and none of them shall have any liability to the Company or any of its subsidiaries or Affiliates for breach of any duty (contractual or otherwise) by reason of the fact that Spectrum, the Spectrum Funds or the Spectrum Designees directly or indirectly pursue or acquire such opportunity for themselves, direct such opportunity to another Person or do not present such opportunity to the Company or any of its subsidiaries or Affiliates. In no event will any of the parties hereto be liable to any other party hereto for any punitive, exemplary, indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise), unless such liability is determined by a court of competent jurisdiction in a final, non-appealable determination to have resulted from gross negligence or willful misconduct on the part of Spectrum or the Spectrum Designees.

7. Indemnity.

(a) The Company and its subsidiaries shall defend, indemnify and hold harmless Permira and each of the Permira Designees (each such Person being a “Permira Indemnified Party”) from and against any and all Losses arising from any claim by any Person with respect to, or in any way related to, this Agreement (including reasonable attorneys’ fees) (collectively, “Claims”) resulting from any act or

omission of any Permira Indemnified Party except to the extent that such Loss is determined by a court in a final order from which no appeal can be taken to have resulted from the gross negligence or willful misconduct of such Permira Indemnified Party. The Company and its subsidiaries shall defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company and its subsidiaries or any Permira Indemnified Party, or in which any Permira Indemnified Party may be impleaded with others, upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance of the obligations hereunder by any Permira Indemnified Party (including, without limitation, the performance of services pursuant to Section 4(b) above), except that if such damage is determined by a court in a final order from which no appeal can be taken to have resulted from the gross negligence or willful misconduct by a Permira Indemnified Party then such Permira Indemnified Party shall reimburse the Company and its subsidiaries for the costs of defense and other costs incurred by the Company and its subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, in no event will the liability of Permira or the Permira Designees in connection with this Agreement exceed the aggregate amount of all Monitoring Fees and Transaction Fees paid to Permira hereunder.

(b) The Company and its subsidiaries shall defend, indemnify and hold harmless Spectrum and each of the Spectrum Designees (each such Person being a “Spectrum Indemnified Party”) from and against any and all Losses arising from any Claims resulting from any act or omission of any Spectrum Indemnified Party except to the extent that such Loss is determined by a court in a final order from which no appeal can be taken to have resulted from the gross negligence or willful misconduct of such Spectrum Indemnified Party. The Company and its subsidiaries shall defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company and its subsidiaries or any Spectrum Indemnified Party, or in which any Spectrum Indemnified Party may be impleaded with others, upon any Claims, or upon any matter, directly or indirectly, related to or arising out of this Agreement or the performance of the obligations hereunder by any Spectrum Indemnified Party, except that if such damage is determined by a court in a final order from which no appeal can be taken to have resulted from the gross negligence or willful misconduct by a Spectrum Indemnified Party then such Spectrum Indemnified Party shall reimburse the Company and its subsidiaries for the costs of defense and other costs incurred by the Company and its subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, in no event will the liability of Spectrum or the Spectrum Designees in connection with this Agreement exceed the aggregate amount of all Monitoring Fees and Transaction Fees paid to Spectrum hereunder.

(c) The Company hereby acknowledges that the Permira Indemnified Parties and the Spectrum Indemnified Parties have certain rights to indemnification, advancement of expenses and/or insurance provided by the investment funds managed by Permira and Spectrum, respectively, and certain of their Affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees with respect to any indemnification, hold harmless obligation, expense advancement or reimbursement provision or any other similar obligation whether pursuant to or with respect to this Agreement, the organizational documents of the Company or any other agreement, as applicable, (i) that the Company is the indemnitor of first resort (i.e., its obligations to the Permira Indemnified Parties and the Spectrum Indemnified Parties are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Permira Indemnified Party and the Spectrum Indemnified Party are secondary), (ii) that the Company shall be required to advance the full amount of expenses incurred by any Permira Indemnified Party or Spectrum Indemnified Party, as applicable, and shall be liable for the full amount of all costs, damages, penalties, fees and expenses paid in settlement to the extent legally permitted and as required by the terms of this Agreement, the organizational documents of the Company or any other agreement, as applicable, without regard to any rights any Permira Indemnified Party or Spectrum Indemnified Party may have against the Fund Indemnitors, and (iii) that the Company irrevocably waives, relinquishes and releases the Fund

Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any Permira Indemnified Party or Spectrum Indemnified Party with respect to any claim for which any Permira Indemnified Party or Spectrum Indemnified Party has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of any Permira Indemnified Party or Spectrum Indemnified Party against the Company. The Company agrees that the Fund Indemnitors are express third-party beneficiaries of the terms of this Section 7(c).

8. Independent Contractor. The parties acknowledge and agree that Permira and Spectrum are and shall act as independent contractors of the Company in the performance of their duties hereunder. Neither Permira nor Spectrum is, and in the performance of its duties hereunder it will not hold itself out as, an employee, agent or partner of the Company or any of its respective subsidiaries.

9. Notices. All notices hereunder shall be in writing and shall be delivered personally, mailed by United States mail, postage prepaid, or sent by facsimile or electronic mail, in each case addressed to the parties as follows:

to the Company:

Ancestry.com Inc.

360 West 4800 North

Provo, Utah 84604

Attn: Howard Hochhauser, Chief Operating Officer and Chief Financial Officer

William Stern, General Counsel

with a copy, which shall not constitute notice, to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Robert Schwenkel, Esq. and Brian Mangino, Esq.

Tel.: 212-859-8167; 202-639-7258

Fax: 212-859-4000

to Permira:

Permira Advisers LLC

64 Willow Place, Suite 101

Menlo Park, California 94025

Attention: Brian Ruder

with a copy, which shall not constitute notice, to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Robert Schwenkel, Esq. and Brian Mangino, Esq.

Tel.: 212-859-8167; 202-639-7258

Fax: 212-859-4000

to Spectrum:

Spectrum Equity Investors

333 Middlefield Road

Suite 200

Menlo Park, California 94025

Attention: Victor Parker

with a copy, which shall not constitute notice, to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attention: Jeffrey Symons

Telephone: 212-446-4800

Facsimile: 212-446-6460

10. Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given such terms in the Shareholders Agreement of SCA dated as of even date herewith.

11. Assignment. No party hereto may assign any obligations hereunder to any other party without the prior written consent of the other parties (which consent shall not be unreasonably withheld); provided, however, that Permira or Spectrum may, without the consent of the other parties hereto, assign its rights under this Agreement in whole or in part to any of its Affiliates.

12. Amendments; Waiver. No amendment, supplement or modification of this Agreement nor waiver of the terms or conditions hereof shall be binding upon the other parties hereto unless and until approved in writing by an authorized representative of each such party. The failure of a party to this Agreement to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

13. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and permitted assigns of the parties.

14. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or electronic mail transmission, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

15. Entire Agreement. The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein.

16. Governing Law. All issues concerning this agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

17. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

* * * * *

IN WITNESS WHEREOF, the parties have executed this Transaction and Monitoring Fee Agreement as of the date first written above.

THE COMPANY:
ANCESTRY.COM INC.
By:	/s/ Howard Hochhauser
Name:	Howard Hochhauser
Title:	Chief Financial Officer

PERMIRA:
PERMIRA ADVISERS LLC
By:	/s/ John Coyle
Name:	John Coyle
Title:	Managing Director
PERMIRA IV LIMITED
By:	/s/ Alistair Boyle
Name:	Alistair Boyle
Title:	Permira

[Signature Page to the Monitoring Agreement]

SPECTRUM:
APPLEGATE & COLLATOS, INC.
By:	/s/ Randy J. Henderson
Name:	Randy J. Henderson
Title:	Treasurer and Secretary

[Signature Page to the Monitoring Agreement]

EX-10.8

Exhibit 10.8

ANCELUX TOPCO S.C.A.

EQUITY INCENTIVE PLAN

(Effective March 18, 2013)

1. Purpose.

The purpose of the Plan is to assist the Company to attract, retain, incentivize and motivate officers and employees of, consultants to, and non-employee directors providing services to, the Company and its Subsidiaries and Affiliates and to promote the success of the Company’s business by providing such participating individuals with a proprietary interest in the performance of the Company. The Company believes that this incentive program will cause participating officers, employees, consultants and non-employee directors to increase their interest in the welfare of the Company, its Subsidiaries and Affiliates and to align those interests with those of the shareholders of the Company, its Subsidiaries and Affiliates.

2. Definitions.

For purposes of the Plan:

2.1 “Affiliate” shall mean with respect to any entity, any entity that the Company, either directly or indirectly through one or more intermediaries, is under common control with, is controlled by or controls, each within the meaning of the Securities Act.

2.2 “Award” shall mean, individually or collectively, the grant of an Option or Restricted Share Unit, or either or both of them.

2.3 “Award Agreement” means a written or electronic agreement between the Company and a Participant evidencing the grant of an Award and setting forth the terms and conditions thereof.

2.4 “Board” shall mean the board of managers of the Manager.

2.5 “Cause” shall mean (a) if a Participant is a party to an employment or a severance agreement with the Company or one of the Subsidiaries in which “cause” is defined, the occurrence of any circumstances defined as “cause” in such employment or severance agreement, or (b) if a Participant is not a party to an employment or severance agreement with the Company or one of the Subsidiaries in which “cause” is defined, (i) the Participant’s indictment for, or conviction or entry of a plea of guilty or nolo contendere to (A) any felony or (B) any crime (whether or not a felony) involving moral turpitude, fraud, theft, breach of trust or other similar acts, whether of the United States or any state thereof or any similar non-U.S. law to which the Participant may be subject, (ii) the Participant’s being or having been engaged in conduct constituting breach of fiduciary duty, willful misconduct or gross negligence relating to the Company or any of the Subsidiaries or the performance of the Participant’s duties, (iii) the Participant’s willful failure to (A) follow a reasonable and lawful directive of the Company or of the Subsidiary at which he or she is employed or provides services, or the Board or (B) comply with any written rules, regulations, policies or procedures of the Company or a Subsidiary at

which he or she is employed or to which he or she provides services which, if not complied with, would reasonably be expected to have an adverse effect (other than a de minimis adverse effect) on the business or financial condition of the Company, (iv) the Participant’s violation of his or her employment, consulting, separation or similar agreement with the Company or any non-disclosure, non-solicitation or non-competition covenant in any other agreement to which the Participant is subject or (v) the Participant’s deliberate and continued failure to perform his or her material duties to the Company or any of its Subsidiaries.

2.6 “Change in Capitalization” means any increase or reduction in the number of shares underlying Investor Interests, any change (including, but not limited to, in the case of a spin-off, dividend or other distribution in respect of Investor Interests, a change in value) in the Investor Interests (including any change in shares underlying Investor Interests) or any exchange of Investor Interests (or shares) for a different number or kind of shares or other securities of the Company or another entity, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants, rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or any similar corporate event or transaction.

2.7 “Change in Control” means (i) the direct or indirect sale, transfer or conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries (taken as a whole) to any Person (or group of Persons acting in concert); (ii) the consummation of any transaction or related series of transactions (including any merger, share purchase, recapitalization, redemption, issuance of capital stock or consolidation) the result of which is that any Person (or group of Persons acting in concert) becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act or any similar provision) of a majority of the economic interest in the Company; or (iii) any event which results in (A) the Permira Funds ceasing to have the ability to elect a majority of the members of the Board or (B) the shareholders of the Company immediately before such transaction or series of related transactions owning (together with their affiliates) securities representing 50% or less of the combined voting power of the outstanding voting securities of the entity surviving or resulting from such transaction or series of related transactions.

2.8 “Class A Share” has the meaning set forth in the Shareholders Agreement.

2.9 “Code” means the U.S. Internal Revenue Code of 1986, as amended.

2.10 “Committee” means the Compensation Committee of the Board, unless otherwise specified by the Board, in which event the Committee shall be as specified by the Board, which Committee shall administer the Plan and perform the functions set forth herein. If there is no Compensation Committee and the Board does not specify otherwise, or if the Board so elects, the Committee shall mean the Board.

2.11 “Company” means Ancelux Topco S.C.A., a Luxembourg société en commandite par actions, governed by the laws of the Grand Duchy of Luxembourg, having its

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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 managed by Ancelux S.à r.l, a société à responsabilité limitée, having its registered office at 282, route de Longwy, L-1940 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 174.035.

2.12 “Corporate Transaction” means (a) a merger, consolidation, reorganization, recapitalization or other similar change in the Company’s capital stock or (b) a liquidation or dissolution of the Company. For the avoidance of doubt, a Corporate Transaction may be a transaction that is also a Change in Control.

2.13 “Director” means a member of the Board.

2.14 “Disability” means (a) if a Participant is a party to an employment agreement with the Company or one of the Subsidiaries in which “disability” is defined, the occurrence of any circumstances defined as “disability” in such employment agreement, or (b) if a Participant is not a party to an employment agreement with the Company or one of the Subsidiaries in which “disability” is defined, permanent and total disability as defined in Code Section 22(e)(3). A determination of Disability may be made by a physician selected or approved by the Committee and, in this respect, the Participant shall submit to any reasonable examination(s) required by such physician upon request. Notwithstanding the foregoing provisions of this Section 2.11, in the event any award is considered to be “non-qualified deferred compensation” as that term is defined under Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Disability” for purposes of such award shall be the definition of “disability” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

2.15 “Division” means any of the operating units or divisions of the Company designated as a Division by the Committee.

2.16 “Effective Date” means the date of approval of the Plan by the Board or Committee.

2.17 “Eligible Individual” means any of the following individuals: (a) any director, officer, employee of the Company or any of its Subsidiaries, (b) any individual to whom the Company or one of its Subsidiary has extended a formal, written offer of employment, and (c) any consultant or advisor of the Company or one of its Subsidiaries.

2.18 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

2.19 “Fair Market Value” means, as of any date: (i) if the Investor Interests are not listed on a nationally recognized stock exchange, the value of such Investor Interests on that date, as determined by the Committee in its good faith discretion, subject to any appraisal rights of the Participant under the Shareholders Agreement, or (ii) if the Investor Interests are listed or

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admitted to unlisted trading privileges on a nationally recognized stock exchange, the closing price of the Investor Interests as reported on the principal nationally recognized stock exchange on which the Investor Interests traded on such date, or if no Investor Interest prices are reported on such date, the closing price of the Investor Interests on the next preceding date on which there were reported Investor Interests prices.

2.20 “Investor Interest” means an interest in the Company consisting of one Ordinary Share and one share of each class of Class A Shares, in each case to the extent that shares of such class remain outstanding.

2.21 “Manager” means Ancelux S.à r.l, a société à responsabilité limitée.

2.22 “MIV” means Anvil MIV LLC, a Delaware limited liability company.

2.23 “Option” means an option to purchase Investor Interests in the Company.

2.24 “Option Price” means the price at which Investor Interests may be purchased pursuant to an Option.

2.25 “Ordinary Share” has the meaning set forth in the Shareholders Agreement.

2.26 “Participant” means an Eligible Individual to whom an Award has been granted under the Plan.

2.27 “Permira Funds” means Anvilux 1 S.à r.l., a société à responsabilité limitée organized and existing under the laws of 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 172.397 and Anvilux 2 S.à r.l., a société à responsabilité limitée organized and existing under the laws of 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 172.429.

2.28 “Person” means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity or association.

2.29 “Plan” means this Ancelux Topco S.C.A. Equity Incentive Plan, as amended from time to time.

2.30 “Plan Termination Date” means the date that is ten (10) years after the Effective Date, unless the Plan is earlier terminated by the Board pursuant to Section 10 hereof.

2.31 “Restricted Share Units” or “RSUs” means rights granted to an Eligible Individual under Section 6 representing a number of hypothetical Investor Interests.

2.32 “Securities Act” means the U.S. Securities Act of 1933, as amended.

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2.33 “Shareholders Agreement” means that certain Shareholders Agreement, dated as of December 28, 2012, by and among the Company and certain other parties thereto providing terms applicable to Investor Interests of the Company.

2.34 “Subsidiary” means any corporation which is a subsidiary corporation within the meaning of Section 424(f) of the Code with respect to the Company.

2.35 “Termination”, “Terminated” or “Terminates” shall mean, (a) with respect to a Participant that is an employee, the date such Participant ceases to be employed by the Company and its Subsidiaries, (b) with respect to a Participant that is a consultant, the date such Participant ceases to provide services to the Company and its Subsidiaries or (c) with respect to a Participant that is a non-employee director, the date such Participant ceases to provide services to the Board or the board of directors of any of the Company’s Subsidiaries, in each case, for any reason whatsoever (including by reason of death, Disability or adjudicated incompetency). Unless otherwise set forth in an Award Agreement, (a) if a Participant is both an employee and a Director and Terminates as an employee but remains as a non-employee Director, the Participant will be deemed to have continued in employment without interruption and shall be deemed to have Terminated upon ceasing to be a Director, and (b) if a Participant that is an employee or a non-employee Director ceases to provide services in such capacity and becomes a consultant, the Participant will thereupon be deemed to have been Terminated.

3. Administration.

3.1 Committees; Procedure. The Plan shall be administered by the Committee, which shall hold meetings when it deems necessary and shall keep minutes of its meetings. The Committee shall have all of the powers necessary to enable it to carry out its duties under the Plan properly, including the power and duty to construe and interpret the Plan and to determine all questions arising under it. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it deems necessary to carry out the intent of the Plan. The Committee’s interpretations and determinations shall be final, binding and conclusive upon all Persons. The Committee may also establish, from time to time, such regulations, provisions, procedures, and conditions regarding the Awards and granting of Awards, which in its opinion may be advisable in administering the Plan. The acts of a majority of the total membership of the Committee at any meeting, or the acts approved in writing by all of its members, shall be the acts of the Committee.

3.2 Board Reservation. The Board may, in its discretion, reserve to itself or exercise any or all of the authority and responsibility of the Committee hereunder. To the extent the Board has reserved to itself, or exercised the authority and responsibility of the Committee, all references to the Committee in the Plan shall be to the Board.

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3.3 Committee Powers. Subject to the express terms and conditions set forth herein, the Committee shall have the power from time to time to:

(a) select those Eligible Individuals to whom Awards shall be granted under the Plan, the number of Investor Interests in respect of which each Award is granted and the terms and conditions (which need not be identical) of each such Award, and make any amendment or modification to any Award Agreement consistent with the terms of the Plan and other applicable law, and otherwise make the Plan fully effective;

(b) construe and interpret the Plan and the Awards granted hereunder and establish, amend and revoke rules and regulations for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall deem necessary or advisable, including so that the Plan and the operation of the Plan comply with any applicable provision of the Code;

(c) determine the duration and purposes for leaves of absence which may be granted to a Participant on an individual basis without constituting a Termination for purposes of the Plan;

(e) cancel, with the consent of the Participant or as otherwise permitted under the terms of the Plan, outstanding Awards;

(f) exercise its discretion with respect to the powers and rights granted to it as set forth in the Plan; and

(g) generally, exercise such powers and perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan.

3.4 Non-Uniform Determinations. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among Persons who receive, or are eligible to receive Awards (whether or not such Persons are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to the Eligible Individuals to receive Awards under the Plan and the terms and provision of Awards under the Plan. All decisions and determinations by the Committee in the exercise of the above powers shall be final, binding and conclusive upon the Company, its Subsidiaries, the Participants and all other persons having any interest therein. Notwithstanding anything herein to the contrary, with respect to Participants working outside the United States, the Committee may determine the terms and conditions of Awards and make such adjustments to the terms thereof as are necessary or advisable to fulfill the purposes of the Plan taking into account matters of local law or practice, including tax and securities laws of jurisdictions outside the United States.

3.5 Indemnification. No member of the Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan or any transaction hereunder. The Company hereby agrees to indemnify each member of the

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Committee for all costs and expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with any actions in administering the Plan or in authorizing or denying authorization to any transaction hereunder.

4. Investor Interests Subject to the Plan; Grant Limitations.

4.1 Aggregate Number of Investor Interests Authorized for Issuance. Subject to adjustment pursuant to Section 9 of the Plan, the aggregate number of Investor Interests that may be made the subject of Options granted under the Plan shall not exceed 3,927,740. In addition, a number of Investor Interests with an aggregate value of $2.5 million (based on the Fair Market Value on the date of grant) may be made the subject of RSU grants annually.

4.2 Calculating Investor Interests Available. The Committee shall determine the appropriate method for determining the number of Investor Interests available for grant as Options under the Plan, subject to the following:

(a) Except as provided in Section 4.2(b), the number of Investor Interests available under this Section 4 for the granting of further Awards shall be reduced by the number of Investor Interests in respect of which the Award is granted or denominated.

(b) Any Investor Interests related to an Award granted under this Plan that terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the Investor Interests shall again be available for award under this Plan.

(c) Any Investor Interests tendered (i) to pay the Option Price of an Option granted under this Plan or (ii) to satisfy tax withholding obligations associated with an Option granted under this Plan, shall not become available again for grant under this Plan.

5. Options.

5.1 Authority of Committee. The Committee may grant Options to Eligible Individuals in accordance with the Plan, and the terms and conditions of the grant of which shall be set forth in an Award Agreement.

5.2 Option Price. The Option Price or the manner in which the exercise price is to be determined for Investor Interests under each Option shall be determined by the Committee and set forth in the Award Agreement; provided, however, that the exercise price per Investor Interest under each Option shall not be less than the greater of (i) the nominal value of the shares underlying the Investor Interest and (ii) 100% of the Fair Market Value of an Investor Interest on the date the Option is granted.

5.3 Maximum Duration. Options granted hereunder shall be for such term as the Committee shall determine; provided that an Option shall not be exercisable after the

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expiration of ten (10) years from the date it is granted; provided, further, however, that unless the Committee provides otherwise, an Option may, upon the death of the Participant prior to the expiration of the Option, be exercised for up to one (1) year following the date of the Participant’s death, even if such period extends beyond ten (10) years from the date the Option is granted. The Committee may, subsequent to the granting of any Option, extend the period within which the Option may be exercised (including following a Participant’s Termination), but in no event shall the period be extended to a date that is later than the earlier of the latest date on which the Option could have been exercised and the 10^th anniversary of the date of grant of the Option.

5.4 Vesting. The Committee shall determine and set forth in the applicable Award Agreement the time or times at which an Option shall become vested and exercisable. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires. The Committee may accelerate the exercisability of any Option or portion thereof at any time.

5.5 Method of Exercise. The exercise of an Option shall be made only by giving notice in the form and to the Person designated by the Company, specifying the number of Investor Interests subject to the Option to be exercised and, to the extent applicable, accompanied by payment therefor and otherwise in accordance with the Award Agreement pursuant to which the Option was granted. The Option Price shall be paid in any or any combination of the following forms: (a) cash or its equivalent (e.g., a check) or (b) in the form of other property (including Investor Interests) as determined by the Committee. Any Investor Interests transferred to or withheld by the Company as payment of the exercise price under an Option shall be valued at their Fair Market Value on the last business day preceding the date of exercise of such Option. If requested by the Committee, the Participant shall deliver the Award Agreement evidencing the Option to the Company, which shall endorse thereon a notation of such exercise and return such Agreement to the Participant.

5.6 Rights of Participants. No Participant shall be deemed for any purpose to be the owner of any Investor Interests subject to any Option unless and until (a) the Option shall have been exercised pursuant to the terms thereof, (b) the Company shall have issued and delivered the Investor Interests (whether or not certificated) to the Participant, (c) the Participant’s name, or the name of his or her broker or other nominee, shall have been entered as a holder of record on the books of the Company and (d) the Participant shall have entered into the Shareholders Agreement.

6. Restricted Share Units.

6.1 Authority of Committee. The Committee may grant awards of RSUs to Eligible Individuals, the terms and conditions of which shall be set forth in an Award Agreement. Each such Award Agreement shall contain such restrictions, terms and conditions as the Committee may, in its discretion, determine.

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6.2 Payment of Awards. Each RSU shall represent the right of the Participant to receive a payment upon vesting of the RSU or on any later date specified by the Committee of an amount equal to the Fair Market Value of one Investor Interest as of the date the RSU becomes vested or such other date as determined by the Committee at the time the RSU was granted. The Committee may, at the time an RSU is granted, provide a limitation on the amount payable in respect of each RSU. The Committee may provide for the settlement of RSUs in cash or with Investor Interests having a Fair Market Value equal to the amount to which the Participant has become entitled, to be paid up by an Affiliate or Subsidiary of the Company (or a successor to any such entity) on behalf of the Participant, or a combination thereof.

6.3 Rights of Participants. No Participant shall be deemed for any purpose to be the owner of any Investor Interests issuable pursuant to any RSU unless and until (a) the Company shall have issued and delivered the Investor Interests (whether or not certified) to the Participant, (b) the Participant’s name, or the name of his or her broker or other nominee, shall have been entered as a holder of record on the books of the Company and (c) the Participant shall have entered into the Shareholders Agreement.

7. Contribution of Investor Interest. Immediately following a Participant’s receipt of one or more Investor Interests pursuant to the terms of the Plan and any Award Agreement, such Participant shall be required to contribute the Investor Interest(s) to the MIV in exchange for an equivalent number of units in the MIV. Such contribution shall be effected pursuant to the terms of a contribution agreement in a form to be provided by the MIV at the time of the contribution.

8. Effect of a Termination; Transferability.

8.1 Termination. The Award Agreement evidencing the grant of each Award shall set forth the terms and conditions applicable to such Award upon Termination, which shall be as the Committee may, in its discretion, determine at the time the Award is granted or at anytime thereafter, and which terms and conditions may include provisions regarding the treatment of an Award in the event of a Termination by reason of a divestiture of any Subsidiary or Division or other assets of the Company or any Subsidiary.

8.2 Transferability of Awards and Investor Interests.

(a) Non-Transferability of Awards. Except as set forth in Section 8.2(c), (d) or (e) or as otherwise permitted by the Committee and as set forth in the applicable Award Agreement, either at the time of grant or at anytime thereafter, no Award shall be (i) sold, transferred or otherwise disposed of, (ii) pledged or otherwise hypothecated or (iii) subject to attachment, execution or levy of any kind; and any purported transfer, pledge, hypothecation, attachment, execution or levy in violation of this Section 8.2 shall be null and void.

(b) Restrictions on Investor Interests. The Committee may impose such restrictions on any Investor Interests acquired by a Participant under the Plan as it may

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deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable U.S. federal securities laws, restrictions under the requirements of any stock exchange or market upon which such Investor Interests are then listed or traded and restrictions under any blue sky or state securities laws applicable to such Investor Interests.

(c) Transfers by Will or by Laws of Descent or Distribution. Any Award may be transferred by will or by the laws of descent or distribution; provided, however, that (i) any transferred Award will be subject to all of the same terms and conditions as provided in the Plan and the applicable Award Agreement; and (ii) the Participant’s estate or beneficiary appointed in accordance with this Section 8.2(c) will remain liable for any withholding tax that may be imposed by any U.S. federal, state or local tax authority.

(d) Beneficiary Designation. Each Participant may, from time to time, name one or more individuals (each, a “Beneficiary”) to whom any benefit under the Plan is to be paid or who may exercise any rights of the Participant under any Award granted under the Plan in the event of the Participant’s death before he or she receives any or all of such benefit or, if applicable, exercises such Award. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits under Award Agreements remaining unpaid at the Participant’s death and rights to be exercised following the Participant’s death shall be paid to or exercised by the Participant’s estate.

9. Adjustment upon Changes in Capitalization.

9.1 In the event of a Change in Capitalization, the Committee shall make an equitable adjustment to each Investor Interest subject to an Award such that no dilution or enlargement of benefits or potential benefits occurs. To the extent any such Change in Capitalization includes an exchange of Investor Interests, each such Investor Interest then subject to each Award shall be adjusted to the number and class of shares into which each such outstanding Investor Interest shall be exchanged such that no dilution or enlargement of the benefits occurs, all without change in the aggregate purchase price for the Investor Interests then subject to each Award. Action by the Committee pursuant to this Section 9.1 may include adjustment to any or all of: (i) the number and type of Investor Interests (or other securities or other property) that thereafter may be made the subject of Awards or be delivered under the Plan; (ii) the number and type of Investor Interests (or other securities or other property) subject to outstanding Awards; (iii) the purchase price or exercise price of an Investor Interest under any outstanding Award or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments the Committee determines to be equitable.

9.2 Any such adjustment pursuant to Section 9.1(a) shall be made (i) with respect to any Award that is not subject to Section 409A or Section 457A of the Code, in a manner that would not subject the Award to Section 409A or Section 457A of the Code, as applicable, and (ii) with respect to any Award that is subject to Section 409A or Section 457A of the Code, in a manner that complies with Section 409A or Section 457A of the Code, as applicable, and all regulations and other guidance issued thereunder.

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9.3 If, by reason of a Change in Capitalization, pursuant to an Award Agreement, a Participant shall be entitled to, or shall be entitled to exercise an Option with respect to, new, additional or different Investor Interests or other securities of the Company or any other entity, such new, additional or different Investor Interests or other securities, as the case may be, shall thereupon be subject to all of the conditions and restrictions which were applicable to the Investor Interests subject to the Award prior to such Change in Capitalization.

10. Effect of Certain Transactions.

10.1 Except as otherwise provided in the applicable Award Agreement, in the event of a Corporate Transaction, all outstanding Options and unvested RSUs shall terminate upon the consummation of the Corporate Transaction, unless provision is made in connection with such transaction, in the sole discretion of the Committee or the parties to the Corporate Transaction, for the assumption or continuation of such Awards by, or the substitution for such Awards with new awards of stock options, stock appreciation rights or other equity-based compensation of the surviving, or successor or resulting entity, or a parent or subsidiary thereof, with such adjustments as to the number and kind of shares or other securities or property subject to such new awards, option and stock appreciation right exercise or base prices, and other terms of such new awards as the Committee or the parties to the Corporate Transaction shall agree. In the event that provision is made in writing as aforesaid in connection with a Corporate Transaction, the Plan and the unvested RSUs and unexercised Options theretofore granted or the new awards substituted therefor shall continue in the manner and under the terms provided in such writing. Notwithstanding the foregoing, except as otherwise provided in the applicable Award Agreement, vested Options (including those Options that would become vested upon the consummation of the Corporate Transaction) shall not be terminated upon the consummation of the Corporate Transaction unless holders of affected Options are provided either (i) a period of at least fifteen (15) calendar days prior to the date of the consummation of the Corporate Transaction to exercise the Options or (ii) payment (in cash or other consideration upon or following the consummation of the Corporate Transaction, or, to the extent permitted by Section 409A of the Code, on a deferred basis) in respect of each Investor Interest covered by the Option being cancelled in an amount equal to the excess, if any, of the per Investor Interest price to be paid or distributed to shareholders in the Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in good faith) over the Option Price of the Option. For the avoidance of doubt, if the amount determined pursuant to the foregoing is zero or less, the affected Option may be cancelled without any payment therefor.

10.2 Without limiting the generality of the foregoing or being construed as requiring any such action, in connection with any such Corporate Transaction the Committee may, in its sole and absolute discretion, cause any of the following actions to be taken effective upon or at any time prior to any Corporate Transaction (and any such action may be made contingent upon the occurrence of the Corporate Transaction):

(a) cause any or all unvested Options to become fully vested and immediately exercisable (as applicable) and/or provide the holders of such Options a reasonable period of time prior to the date of the consummation of the Corporate Transaction to exercise the Options;

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(b) with respect to unvested Options that are terminated in connection with the Corporation Transaction, provide the holders thereof a payment (in cash and/or other consideration) in respect of each Investor Interest covered by the Option being terminated in an amount equal to all or a portion of the excess, if any, of the per Investor Interest price to be paid or distributed to shareholders in the Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in good faith) over the Option Price of the Option, which may be paid in accordance with the vesting schedule of the Option as set forth in the applicable Award Agreement, upon the consummation of the Corporate Transaction or, to the extent permitted by Section 409A of the Code, at such other time or times as the Committee may determine.

(c) with respect to unvested RSUs, provide to the holders thereof a payment (in cash and/or other consideration) in respect of each Investor Interest covered by the RSU being terminated in an amount equal to all or a portion of the per Investor Interest price to be paid or distributed to shareholders in the Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in good faith), which may be paid in accordance with the vesting schedule of the RSU as set forth in the applicable Award Agreement, upon the consummation of the Corporate Transaction or, to the extent permitted by Section 409A of the Code, at such other time or times as the Committee may determine.

10.3 Without limiting the generality of the foregoing or being construed as requiring any such action, in connection with any such Corporate Transaction the Committee may, in its sole and absolute discretion, cause any of the following actions to be taken effective upon or at any time prior to any Corporate Transaction (and any such action may be made contingent upon the occurrence of the Corporate Transaction):

(a) Notwithstanding anything to the contrary, the Committee may, in its sole discretion, provide in the transaction agreement or otherwise for different treatment for Awards held by different Participants and, where alternative treatment is available for a Participant’s Awards, may allow the Participant to choose which treatment shall apply to such Participant’s Awards; or

(b) Any action permitted under this Section 10 may be taken without the need for the consent of any Participant. To the extent a Corporate Transaction also constitutes a Change in Capitalization and action is taken pursuant to this Section 10 with respect to an outstanding Award, such action shall conclusively determine the treatment of such Award in connection with such Corporate Transaction notwithstanding any provision of the Plan to the contrary (including Section 9).

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(c) The Committee may require a Participant to return a letter of transmittal or similar acknowledgment as a condition to receiving any payment in respect of his or her Awards in connection with a Corporate Transaction, in which case any Participant who has not returned any such letter or similar acknowledgment within the time period established by the Committee for returning any such letter or similar acknowledgement shall forfeit his or her right to any payment and his or her associated Awards may be cancelled without any payment therefor.

11. Interpretation.

All Awards granted under the Plan are intended either not to be subject to Section 409A or Section 457A of the Code or, if subject to Section 409A or Section 457A of the Code, to be administered, operated and construed in compliance with Section 409A or Section 457A of the Code, as applicable, and all regulations and other guidance issued thereunder. Notwithstanding this or any other provision of the Plan to the contrary, the Committee may amend the Plan or any Award granted hereunder in any manner or take any other action that it determines, in its sole discretion, is necessary, appropriate or advisable (including replacing any Option) to cause the Plan or any Award granted hereunder to comply with Section 409A or Section 457A of the Code and all regulations and other guidance issued thereunder or to not be subject to Section 409A or Section 457A of the Code. Any such action, once taken, shall be deemed to be effective from the earliest date necessary to avoid a violation of Section 409A or Section 457A of the Code and shall be final, binding and conclusive on all Eligible Individuals and other individuals having or claiming any right or interest under the Plan.

12. Termination and Amendment of the Plan or Modification of Awards.

12.1 Effective Date and Duration of the Plan. The Plan shall be effective on the Effective Date. The Plan shall terminate on the Plan Termination Date and no Award shall be granted after that date. The applicable terms of the Plan and any terms and conditions applicable to Awards granted prior to the Plan Termination Date shall survive the termination of the Plan and continue to apply to such Awards.

12.2 Plan Amendment or Plan Termination. The Board may earlier terminate the Plan and the Board may at any time and from time to time amend, modify or suspend the Plan; provided, however, that:

(a) no such amendment, modification, suspension or termination shall impair or adversely alter any Awards theretofore granted under the Plan, except with the consent of the Participant, nor shall any amendment, modification, suspension or termination deprive any Participant of any Investor Interests which he or she may have acquired through or as a result of the Plan; and

(b) to the extent necessary under any applicable law, regulation or exchange requirement, no other amendment shall be effective unless approved by the shareholders of the Company in accordance with applicable law, regulation or exchange requirement.

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12.3 Modification of Awards. No modification of an Award shall adversely alter or impair any rights or obligations under the Award without the consent of the Participant.

13. Non-Exclusivity of the Plan.

The adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

14. Limitation of Liability.

As illustrative of the limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to:

(a) give any Person any right to be granted an Award other than at the sole discretion of the Committee;

(b) give any Person any rights whatsoever with respect to Investor Interests except as specifically provided in the Plan;

(c) limit in any way the right of the Company or any of its Subsidiaries to terminate the employment of or the provision of services by any Person at any time; or

(d) be evidence of any agreement or understanding, express or implied, that the Company will pay any Person at any particular rate of compensation or for any particular period of time.

15. Regulations and Other Approvals; Governing Law.

15.1 Except as to matters of Luxembourg law or U.S. federal law, the Plan and the rights of all Persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Utah without giving effect to conflicts of laws principles thereof.

15.2 Compliance with Law.

(a) The obligation of the Company to sell or deliver Investor Interests with respect to Awards granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable U.S. federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee.

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(b) The Board may make such changes as may be necessary or appropriate to comply with the rules and regulations of any government authority.

(c) Each grant of an Award and the issuance of Investor Interests in settlement of the Award is subject to compliance with all applicable U.S. federal, state and non-U.S. law. Further, if at any time the Committee determines, in its discretion, that the listing, registration or qualification of Investor Interests issuable pursuant to the Plan is required by any securities exchange or under any U.S. federal, state or non-U.S. law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Investor Interests, no Awards shall be or shall be deemed to be granted or payment made or Investor Interests issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions that are not acceptable to the Committee. Any person exercising an Option shall make such representations and agreements and furnish such information as the Board or Committee may request to assure compliance with the foregoing or any other applicable legal requirements.

15.3 Transfers of Investor Interests Acquired Under the Plan. Notwithstanding anything contained in the Plan or any Award Agreement to the contrary, in the event that the disposition of Investor Interests acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such Investor Interests shall be restricted against transfer to the extent required by the Securities Act and Rule 144 or other regulations promulgated thereunder. The Committee may require any individual receiving Investor Interests pursuant to an Award granted under the Plan, as a condition precedent to receipt of such Investor Interests, to represent and warrant to the Company in writing that the Investor Interests acquired by such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to an effective registration thereof under the Securities Act or pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder. The certificates evidencing any of such Investor Interests shall be appropriately amended or have an appropriate legend placed thereon to reflect their status as restricted securities as aforesaid.

16. Miscellaneous.

16.1 Forfeiture Events; Clawback. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, clawback or recoupment upon the occurrence of certain specified events or as required by law, in addition to any otherwise applicable forfeiture provisions that apply to the Award.

16.2 Multiple Agreements. The terms of each Award may differ from other Awards granted under the Plan at the same time, or at some other time. The Committee may also grant more than one Award to a given Eligible Individual during the term of the Plan, either in addition to, or in substitution for, one or more Awards previously granted to that Eligible Individual.

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16.3 Withholding of Taxes. The Company or any of its Subsidiaries may withhold from any payment of cash or distribution of Investor Interests to a Participant or other person under the Plan an amount or number of Investor Interests sufficient to cover any withholding taxes which may become required with respect to such payment or shall take any other action as it deems necessary to satisfy any income or other tax withholding requirements as a result of the grant or exercise of any Award under the Plan. The Company or any of its Subsidiaries shall have the right to require the payment of any such taxes and require that any person furnish information deemed necessary by the Company or any of its Subsidiaries to meet any tax reporting obligation as a condition to exercise or before making any payment pursuant to an Award. In addition, if approved by the Committee, a Participant may elect to (i) have withheld a portion of the Investor Interests then issuable to him or her, or (ii) surrender Investor Interests owned by the Participant prior to the exercise, vesting or other settlement of an Award, in each case having an aggregate Fair Market Value equal to the withholding taxes.

16.4 Plan Unfunded. The Plan shall be unfunded. Except for reserving a sufficient number of authorized Investor Interests to the extent required by law to meet the requirements of the Plan, the Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure payment of any Award granted under the Plan.

Signed in Luxembourg, on May 6, 2013

Ancelux Topco S.C.A., acting by its general partner and sole manager, Ancelux S.à r.l.

Represented by Séverine Michel

Manager

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ANNEX A

(Provisions Applicable to Options Issued in California)

To the extent not in accordance with the foregoing, the following shall govern all Options granted and securities sold to residents of California:

1. Options shall be exercisable for not more than 120 months from the date the option is granted.

2. Options granted pursuant to the plan shall not be transferred other than by will, by the laws of descent and distribution, to a revocable trust, or as permitted by Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701).

3. The number of securities purchasable pursuant to any option and the exercise price thereof, shall be proportionately adjusted in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the issuer’s equity securities without the receipt of consideration by the issuer, of or on the issuer’s class or series of securities underlying the option.

4. Unless the grantee’s employment is terminated for cause as defined by applicable law, the right to exercise the option in the event of termination of employment, to the extent that the optionee is entitled to exercise on the date employment terminates, shall continue until the earlier of the option expiration date or (1) at least 6 months from the date of termination if termination was caused by death or disability, or (2) at least 30 days from the date of termination if termination was caused by other than death or disability.

5. The Plan must be approved by a majority of the outstanding securities entitled to vote by the later of (1) within twelve (12) months before or after the date the Plan is adopted, or (2) prior to or within twelve (12) months of the granting of any option under the Plan in California

6. No options may be granted more than 10 years from the date the plan is adopted or the date the plan is approved by the issuer’s security holders, whichever is earlier.

EX-10.9

Exhibit 10.9

SULLIVAN / HOCHAUSER

ANCELUX TOPCO S.C.A.

INVESTOR INTEREST OPTION AGREEMENT

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”).

Section 1. Grant of Option. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of such number of Investor Interests (“Option Investor Interests”) as is set forth on Appendix A hereto (subject to adjustment as provided in Section 9 of the Ancelux Topco S.C.A. Equity Incentive Plan (the “Plan”)) on the terms and conditions set forth in this Agreement and in the Plan, a copy of which is being delivered to the Optionee concurrently herewith and is made a part hereof as if fully set forth herein. The grant shall be effective upon the execution of this Agreement by both parties hereto. Except as otherwise defined herein, capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. The Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

Section 2. Purchase Price. The price (the “Option Price”) at which the Optionee shall be entitled to purchase Investor Interests upon the exercise of the Option shall be the price per Investor Interests set forth on Appendix A hereto (pursuant to Section 5.2 and subject to adjustment as provided in Section 9 of the Plan).

Section 3. Term of Option. The Option shall be exercisable to the extent and in the manner provided herein until the close of business on the day preceding the tenth (10^th) anniversary of the Date of Grant (the “Term”); provided, however, that the Option may be earlier terminated as provided in Section 6, 7 or 8 hereof.

Section 4. Vesting and Exercisability of Option. Subject to the provisions of this Agreement and the Plan, the Option shall vest and become exercisable as to 5% of the Investor Interests subject to the Option on each of the first 20 quarterly anniversaries of January 1, 2013, such that 100% of the Investor Interests subject to the Option shall be vested on the fifth anniversary of January 1, 2013. The portion of the Option which has become vested and exercisable as described in this Section 4 is hereinafter referred to as the “Vested Portion.”

Section 5. Manner of Exercise and Payment; Contribution of Acquired Investor Interests.

5.1. Notice of Exercise. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice in such form as the Committee may require from time to time (the “Exercise Notice”), from the Optionee to the Company. The Exercise Notice shall state that the Optionee is electing to exercise the Option,

shall set forth the number of Option Investor Interests in respect of which the Option is being exercised (the “Purchased Investor Interests”) and shall be signed by the Optionee or, where applicable, by the Optionee’s legal representative.

5.2. Deliveries. The Exercise Notice described in Section 5.1 shall be accompanied by payment of the full Option Price for the Option Investor Interests in respect of which the Option is being exercised, together with any withholding taxes that may be due as a result of the exercise of the Option, such payment to be made by delivery to the Company of (a) a certified or bank check payable to the order of the Company or (b) cash by wire transfer or other immediately available funds to an account designated by the Company. Notwithstanding the foregoing, upon the Optionee’s exercise of the Option during the Post-Termination Exercise Period (as defined below) following the Optionee’s Termination (i) by the Company or one of its Subsidiaries without Cause, (ii) due to the Optionee’s death or Disability or (iii) by the Optionee for “Good Reason” (as defined in the employment agreement between the Optionee and the Company or one of its Subsidiaries), the Optionee shall be permitted to pay the aggregate Option Price (but, for the avoidance of doubt, not any applicable withholding taxes) by electing to reduce the number of Purchased Investor Interests to be issued upon such exercise by that number of Investor Interests having a Fair Market Value on the date of exercise equal to the aggregate Option Price in respect of the Purchased Investor Interests.

5.3. Issuance of Investor Interests. Subject to Section 15.2 of the Plan, upon receipt of the Exercise Notice and full payment for the Option Investor Interests in respect of which the Option is being exercised in the manner permitted by Section 5.2, the Company shall take such action as may be necessary under applicable law to cause the issuance to the Optionee of the number of Option Investor Interests as to which the Option was exercised and the Optionee shall cooperate to the fullest extent requested by the Company (including by executing such documents and providing such information) as may be necessary to effect the issuance of such Option Investor Interests in compliance with all applicable law. If the Optionee fails to make any of the deliveries required by Section 5.2 of this Agreement, the Optionee’s exercise shall not be given effect and the Investor Interests shall not be issued to the Optionee.

5.4. Rights as a Shareholder. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Option Investor Interests unless and until: (a) the Option shall have been exercised in accordance with the terms of this Agreement and the Optionee shall have paid the full Option Price for the number of Option Investor Interests in respect of which the Option was exercised in the manner permitted by Section 5.2 and any withholding taxes due and (b) the Company shall have issued the Option Investor Interests to the Optionee. The Optionee may not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any Option Investor Interests (except pursuant to Section 5.5 hereof). Any attempted sale, transfer, assignment, exchange, pledge or other disposition of the Option Investor Interests will be void ab initio.

5.5. Contribution of Investor Interests. Notwithstanding any other provision of this Agreement, immediately following the Optionee’s receipt of Option Investor Interests pursuant to the terms of this Agreement, the Optionee shall be required to contribute the Option Investor Interests to the MIV in exchange for an equivalent number of units in the MIV. Such contribution shall be effected pursuant to the terms of a contribution agreement in a form to be provided by the MIV at the time of the contribution and reasonably acceptable to the Optionee.

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5.6. Adjustments. Any adjustments made pursuant to Section 9 of the Plan will be structured in a manner that is intended not to (A) have any disproportionately adverse impact on the Optionee, (B) result in immediate taxation (or taxation on vesting of options) to the Optionee or (C) result in adverse tax consequences under Section 409A of the Code or Section 457A of the Code.

Section 6. Termination.

6.1. Termination. If the Optionee Terminates, (a) the Option, other than the Vested Portion of the Option, shall terminate and be of no further force and effect as of and following the close of business on the date of such Termination, and (b) the Vested Portion of the Option shall be exercisable by the Optionee during the “Post-Termination Exercise Period,” but in no event after the expiration of the Term. Any portion of the Vested Portion of the Option that, following the Optionee’s Termination, is not exercised prior to the expiration of the Post-Termination Exercise Period shall terminate at the end of the Post-Termination Exercise Period (or, if earlier, the expiration of the Term). Notwithstanding anything in this Agreement or the Plan to the contrary, the Option, whether or not exercisable, shall immediately terminate upon a Termination of the Optionee by the Company or one of its Subsidiaries for Cause.

6.2. “Post-Termination Exercise Period” shall mean the period commencing on the Optionee’s Termination and ending on the first to occur of (i) the first anniversary of the Optionee’s Termination due to death or Disability or (ii) the date that is three months following the Optionee’s Termination for any other reason.

Section 7. Prohibited Activities. In consideration of and as a condition to the grant of the Option, the Optionee agrees to the following covenants:

7.1. No Sale or Transfer. The Optionee shall not sell, transfer, assign, grant a participation in, gift, hypothecate, encumber, mortgage, create any lien, pledge, exchange or otherwise dispose of the Option or any portion thereof other than to the extent permitted by Section 8.2 of the Plan.

7.2. Right to Terminate Option. The Optionee understands and agrees that the Company has granted this Option to the Optionee to reward the Optionee for the Optionee’s future efforts and loyalty to the Company and its Affiliates by giving the Optionee the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) the Optionee materially violates the Optionee’s obligations under any Restrictive Agreement to which the Optionee is a party, or (b) the Optionee engages in any activity prohibited by Section 7.1 of this Agreement, or (c) the Optionee is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice, to terminate the Option (including the Vested Portion of the Option), or any unexercised portion thereof, which shall be of no further force and effect. “Restrictive Agreement” shall mean any agreement between the Company or any of its Subsidiaries and the Optionee that contains non-competition, non-solicitation, non-hire, non-disparagement, or confidentiality restrictions applicable to the Optionee.

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7.3. Remedies. The Optionee specifically acknowledges and agrees that its remedies under this Section 7 shall not prevent the Company or any of its Subsidiaries from seeking injunctive or other equitable relief in connection with the Optionee’s breach of any Restrictive Agreement. In the event that the provisions of this Section 7 should ever be deemed to exceed the limitation provided by applicable law, then the Optionee and the Company agree that such provisions shall be reformed to set forth the maximum limitations permitted.

Section 8. Corporate Transaction; Change in Control.

8.1. Corporate Transaction. In the event of a Corporate Transaction that is not a Change in Control, such Corporate Transaction shall instead be treated as a Change in Capitalization and the provisions of Section 9 of the Plan shall apply. In the event of a Corporate Transaction that is a Change in Control, Section 10 of the Plan will apply except to the extent modified herein.

8.2. Change in Control. Upon a Change in Control, the Company agrees that it will use its best efforts to secure the assumption of the unvested portion (if any) of the Option by the acquiring or succeeding entity in the transaction, or the substitution of the unvested portion (if any) of the Option for an option or other equity award with respect to the securities of such acquiring or succeeding entity. Any such assumed or substituted award shall continue to vest in accordance with the schedule set forth in Section 4 of this Agreement, subject to the Optionee’s continued employment with the acquiring or succeeding entity (or an Affiliate thereof) (such entity, the “Post-CIC Employer”). Notwithstanding the foregoing, if (i) the Optionee’s employment with the Post-CIC Employer terminates for any reason other than by the Optionee without Good Reason, or by the Post-CIC Employer other than for Cause, any portion of the Option that remains unvested as of the date of such termination shall become fully vested as of such date (or if a Termination occurs in contemplation of a Change in Control, vesting will be accelerated to the date of the Change in Control, subject to the occurrence of a Change in Control) (“Post-CIC Acceleration”) and (ii) if the Optionee’s employment is Terminated by the Optionee without Good Reason or by the Post-CIC Employer for Cause, the Optionee will forfeit any Options that remain unvested as of the date of Termination (“Post-CIC Forfeiture”). If the Company is not able to secure the assumption or substitution of any unvested portion of the Option upon a Change in Control, the Company shall, in cancellation of such unvested portion, pay to the Optionee the amount to which the Optionee would have been entitled had the unvested portion been cancelled upon the Change in Control (the “Cash-Out Payment”). The Optionee shall be required to deposit the after-tax amount of the Cash-Out Payment into an escrow (the “Escrow Amount”), which shall continue to vest in accordance with the schedule set forth in Section 4 of this Agreement, subject to the Optionee’s continued employment with the Post-CIC Employer. The Company shall use commercially reasonable efforts to ensure that the Escrow Amount is deposited in an interest-bearing account. An allocable portion of the Escrow Amount (including any interest thereon) shall be distributed to the Optionee at the time the portion of the Option to which such portion of the Escrow Amount is attributable would have otherwise vested pursuant to Section 4 of this Agreement. If, prior to a distribution of the entire Escrow Amount

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(i) an event that would have given rise to a Post-CIC Acceleration occurs, the Optionee will be entitled to the unpaid portion of the Escrow Amount upon the date of such termination and (ii) an event that would have given rise to a Post-CIC Forfeiture occurs, the Optionee shall forfeit any unpaid portion of the Escrow Amount. For purposes of this Section 8, a Termination will be considered to be in contemplation of a Change in Control if such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control and a Change in Control involving such third party does occur or such termination otherwise occurs in connection with a potential Change in Control and such Change in Control does occur.

8.3. Effect of Certain Transactions. The provisions of Section 10.3(c) of the Plan shall apply to this Option only to the extent any such letter of transmittal or similar acknowledgment does not impose any material additional conditions or restrictions on the Optionee’s receipt of the payments to which the Optionee is entitled as a result of the Corporate Transaction.

Section 9. Miscellaneous.

9.1. Acknowledgment. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as the same may be amended from time to time. The Optionee hereby acknowledges that the Optionee has reviewed the Plan and this Agreement and understands the Optionee’s rights and obligations thereunder and hereunder. The Optionee also acknowledges that the Optionee has been provided with such information concerning the Company, the Plan and this Agreement as the Optionee and the Optionee’s advisors have requested.

9.2. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws rules and principles) of the State of Utah applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.

(b) Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any U.S. federal or state court located in the State of New York in New York County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of venue of any such litigation in any U.S. federal or state court located in the State of New York in New York County, (b) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (c) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto

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irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigation.

9.3. Specific Performance. Each of the parties agrees that any breach of the terms of this Agreement will result in irreparable injury and damage to the other parties, for which there is no adequate remedy at law. Each of the parties therefore agrees that in the event of a breach or any threat of breach, the other parties shall be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach or continued breach, and/or compelling specific performance of the Agreement, without having to prove the inadequacy of money damages as a remedy or balancing the equities between the parties. Such remedies shall be in addition to any other remedies (including monetary damages) to which the other parties may be entitled at law or in equity. Each party hereby waives any requirement for the securing or posting of any bond in connection with any such equitable remedy.

9.4. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

9.5. Notice. Unless otherwise provided herein, all notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (a) as of the date delivered, if delivered personally or by email, (b) on the date the delivering party receives confirmation, if delivered by facsimile, (c) three (3) business days after being mailed by registered or certified mail (postage prepaid, return receipt requested) or (d) one (1) business day after being sent by overnight courier (providing proof of delivery), to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section:

(a) If to the Company:

Ancelux Topco S.C.A.

c/o Ancestry.com Inc.

360 West 4800 North

Attention: William Stern, General Counsel

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With a copy to (which shall not constitute notice):

Ancelux Topco S.C.A.

282, route de LongwyL-1940 Luxembourg

Attention: Manager

With a copy to (which shall not constitute notice):

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Facsimile: (212) 859-4000

Attention: Jeffrey Ross, Esq.

(b) If to the Optionee, at the most recent address and facsimile number contained in the Company’s records.

9.6. Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and any of their respective successors, personal representatives and permitted assigns who agree in writing to be bound by the terms hereof. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by the Optionee without the prior written consent of the Company. In addition, the Investor Group shall be a third party beneficiary of this Agreement and shall be entitled to enforce this Agreement. In connection with the transfer of any securities of the Company held by the Investor Group, the Investor Group shall be entitled to assign its rights and obligations hereunder to an Affiliate of any of the Investor Group and, to the extent permitted by the Plan, to a third party.

9.7. Amendments and Waivers. Subject to applicable law, this Agreement and any of the provisions hereof may be amended, modified, or supplemented, in whole or in part, only in a writing signed by all parties hereto. The waiver by a party hereto of a breach by another party hereto of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach by such other party or as a waiver of any other or subsequent breach by such other party, except as otherwise explicitly provided for in the writing evidencing such waiver. The waiver by a party hereto of a breach by any party hereto of any provision of this Agreement shall not operate or be construed as a waiver of such breach by any other party hereto except as otherwise explicitly provided for in the writing evidencing such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

9.8. Counterparts. This Agreement may be executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

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9.9. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

9.10. Withholding. Whenever Investor Interests are to be issued upon exercise of the Option, the Company shall have the right to require the Optionee to remit to the Company cash sufficient to satisfy all U.S. federal, state and local withholding tax requirements prior to issuance of the Investor Interests and the delivery of any certificate or certificates for such Investor Interests. The Optionee agrees to indemnify the Company against any non-U.S., U.S. federal, state and local withholding taxes for which the Company may be liable in connection with the Optionee’s acquisition, ownership or disposition of any Investor Interests.

9.11. No Right to Continued Employment or Business Relationship. This Agreement shall not confer upon the Optionee any right with respect to continued employment or a continued business relationship with the Company or any Affiliate thereof, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to Terminate such Optionee at any time.

9.12. General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Sections refer to Sections of this Agreement. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations.

[signature pages follow]

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SULLIVAN / HOCHAUSER

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the Date of Grant.

ANCELUX TOPCO S.C.A., represented by its General Partner and sole manager, ANCELUX S.à r.l.
By:
Name:	Timothy Sullivan
Title:	Attorney-in-Fact
Agreed and acknowledged as of the Date of Grant:
Name:

APPENDIX A

Name of Optionee:	[—]
Address of Optionee:	[—]
Date of Grant:	[—]
Number of Investor Interests Subject to the Option:	[—], which represents an aggregate of [8 times x] shares of the Company
Exercise Price Per Investor Interest:	[—]

EX-10.10

Exhibit 10.10

EXECUTIVES WITH GOOD REASON

ANCELUX TOPCO S.C.A.

INVESTOR INTEREST OPTION AGREEMENT

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”).

Section 1. Grant of Option. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of such number of Investor Interests (“Option Investor Interests”) as is set forth on Appendix A hereto (subject to adjustment as provided in Section 9 of the Ancelux Topco S.C.A. Equity Incentive Plan (the “Plan”)) on the terms and conditions set forth in this Agreement and in the Plan, a copy of which is being delivered to the Optionee concurrently herewith and is made a part hereof as if fully set forth herein. The grant shall be effective upon the execution of this Agreement by both parties hereto. Except as otherwise defined herein, capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. The Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

Section 2. Purchase Price. The price (the “Option Price”) at which the Optionee shall be entitled to purchase Investor Interests upon the exercise of the Option shall be the price per Investor Interests set forth on Appendix A hereto (pursuant to Section 5.2 and subject to adjustment as provided in Section 9 of the Plan).

Section 3. Term of Option. The Option shall be exercisable to the extent and in the manner provided herein until the close of business on the day preceding the tenth (10^th) anniversary of the Date of Grant (the “Term”); provided, however, that the Option may be earlier terminated as provided in Section 6, 7 or 8 hereof.

Section 4. Vesting and Exercisability of Option. Subject to the provisions of this Agreement and the Plan, the Option shall vest and become exercisable as to 5% of the Investor Interests subject to the Option on each of the first 20 quarterly anniversaries of January 1, 2013, such that 100% of the Investor Interests subject to the Option shall be vested on the fifth anniversary of January 1, 2013. The portion of the Option which has become vested and exercisable as described in this Section 4 is hereinafter referred to as the “Vested Portion.”

Section 5. Manner of Exercise and Payment; Contribution of Acquired Investor Interests.

5.1. Notice of Exercise. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice in such form as the Committee may require from time to time (the “Exercise Notice”), from the Optionee to the Company. The Exercise Notice shall state that the Optionee is electing to exercise the Option,

shall set forth the number of Option Investor Interests in respect of which the Option is being exercised (the “Purchased Investor Interests”) and shall be signed by the Optionee or, where applicable, by the Optionee’s legal representative.

5.2. Deliveries. The Exercise Notice described in Section 5.1 shall be accompanied by payment of the full Option Price for the Option Investor Interests in respect of which the Option is being exercised, together with any withholding taxes that may be due as a result of the exercise of the Option, such payment to be made by delivery to the Company of (a) a certified or bank check payable to the order of the Company or (b) cash by wire transfer or other immediately available funds to an account designated by the Company. Notwithstanding the foregoing, upon the Optionee’s exercise of the Option during the Post-Termination Exercise Period (as defined below) following the Optionee’s Termination (i) by the Company or one of its Subsidiaries without Cause, (ii) due to the Optionee’s death or Disability or (iii) by the Optionee for “Good Reason” (as defined in the employment agreement between the Optionee and the Company or one of its Subsidiaries), the Optionee shall be permitted to pay the aggregate Option Price by electing to reduce the number of Purchased Investor Interests to be issued upon such exercise by that number of Investor Interests having a Fair Market Value on the date of exercise equal to the aggregate Option Price in respect of the Purchased Investor Interests.

5.3. Issuance of Investor Interests. Subject to Section 15.2 of the Plan, upon receipt of the Exercise Notice and full payment for the Option Investor Interests in respect of which the Option is being exercised in the manner permitted by Section 5.2, the Company shall take such action as may be necessary under applicable law to cause the issuance to the Optionee of the number of Option Investor Interests as to which the Option was exercised and the Optionee shall cooperate to the fullest extent requested by the Company (including by executing such documents and providing such information) as may be necessary to effect the issuance of such Option Investor Interests in compliance with all applicable law. If the Optionee fails to make any of the deliveries required by Section 5.2 of this Agreement, the Optionee’s exercise shall not be given effect and the Investor Interests shall not be issued to the Optionee.

5.4. Rights as a Shareholder. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Option Investor Interests unless and until: (a) the Option shall have been exercised in accordance with the terms of this Agreement and the Optionee shall have paid the full Option Price for the number of Option Investor Interests in respect of which the Option was exercised in the manner permitted by Section 5.2 and any withholding taxes due and (b) the Company shall have issued the Option Investor Interests to the Optionee. The Optionee may not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any Option Investor Interests (except pursuant to Section 5.5 hereof). Any attempted sale, transfer, assignment, exchange, pledge or other disposition of the Option Investor Interests will be void ab initio.

5.5. Contribution of Investor Interests. Notwithstanding any other provision of this Agreement, immediately following the Optionee’s receipt of Option Investor Interests pursuant to the terms of this Agreement, the Optionee shall be required to contribute the Option Investor Interests to the MIV in exchange for an equivalent number of units in the MIV. Such contribution shall be effected pursuant to the terms of a contribution agreement in a form to be provided by the MIV at the time of the contribution.

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5.6. Adjustments. Any adjustments made pursuant to Section 9 of the Plan will be structured in a manner that is intended not to (A) have any disproportionately adverse impact on the Optionee, (B) result in immediate taxation (or taxation on vesting of options) to the Optionee or (C) result in adverse tax consequences under Section 409A of the Code or Section 457A of the Code.

Section 6. Termination.

6.1. Termination. If the Optionee Terminates, (a) the Option, other than the Vested Portion of the Option, shall terminate and be of no further force and effect as of and following the close of business on the date of such Termination, and (b) the Vested Portion of the Option shall be exercisable by the Optionee during the “Post-Termination Exercise Period,” but in no event after the expiration of the Term. Any portion of the Vested Portion of the Option that, following the Optionee’s Termination, is not exercised prior to the expiration of the Post-Termination Exercise Period shall terminate at the end of the Post-Termination Exercise Period (or, if earlier, the expiration of the Term). Notwithstanding anything in this Agreement or the Plan to the contrary, the Option, whether or not exercisable, shall immediately terminate upon a Termination of the Optionee by the Company or one of its Subsidiaries for Cause.

6.2. “Post-Termination Exercise Period” shall mean the period commencing on the Optionee’s Termination and ending on the first to occur of (i) the first anniversary of the Optionee’s Termination due to death or Disability or (ii) the date that is three months following the Optionee’s Termination for any other reason.

Section 7. Prohibited Activities. In consideration of and as a condition to the grant of the Option, the Optionee agrees to the following covenants:

7.1. No Sale or Transfer. The Optionee shall not sell, transfer, assign, grant a participation in, gift, hypothecate, encumber, mortgage, create any lien, pledge, exchange or otherwise dispose of the Option or any portion thereof other than to the extent permitted by Section 8.2 of the Plan.

7.2. Right to Terminate Option. The Optionee understands and agrees that the Company has granted this Option to the Optionee to reward the Optionee for the Optionee’s future efforts and loyalty to the Company and its Affiliates by giving the Optionee the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) the Optionee materially violates the Optionee’s obligations under any Restrictive Agreement to which the Optionee is a party, or (b) the Optionee engages in any activity prohibited by Section 7.1 of this Agreement, or (c) the Optionee is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice, to terminate the Option (including the Vested Portion of the Option), or any unexercised portion thereof, which shall be of no further force and effect. “Restrictive Agreement” shall mean any agreement between the Company or any of its Subsidiaries and the Optionee that contains non-competition, non-solicitation, non-hire, non-disparagement, or confidentiality restrictions applicable to the Optionee.

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7.3. Remedies. The Optionee specifically acknowledges and agrees that its remedies under this Section 7 shall not prevent the Company or any of its Subsidiaries from seeking injunctive or other equitable relief in connection with the Optionee’s breach of any Restrictive Agreement. In the event that the provisions of this Section 7 should ever be deemed to exceed the limitation provided by applicable law, then the Optionee and the Company agree that such provisions shall be reformed to set forth the maximum limitations permitted.

Section 8. Corporate Transaction; Change in Control.

8.1. Corporate Transaction. In the event of a Corporate Transaction that is not a Change in Control, such Corporate Transaction shall instead be treated as a Change in Capitalization and the provisions of Section 9 of the Plan shall apply. In the event of a Corporate Transaction that is a Change in Control, Section 10 of the Plan will apply except to the extent modified herein.

8.2. Change in Control. Upon a Change in Control, the Company agrees that it will use its best efforts to secure the assumption of the unvested portion (if any) of the Option by the acquiring or succeeding entity in the transaction, or the substitution of the unvested portion (if any) of the Option for an option or other equity award with respect to the securities of such acquiring or succeeding entity. Any such assumed or substituted award shall continue to vest in accordance with the schedule set forth in Section 4 of this Agreement, subject to the Optionee’s continued employment with the acquiring or succeeding entity (or an Affiliate thereof) (such entity, the “Post-CIC Employer”). Notwithstanding the foregoing, if (i) the Optionee’s employment with the Post-CIC Employer terminates for any reason other than by the Optionee without Good Reason, or by the Post-CIC Employer other than for Cause, any portion of the Option that remains unvested as of the date of such termination shall become fully vested as of such date (or if a Termination occurs in contemplation of a Change in Control, vesting will be accelerated to the date of the Change in Control, subject to the occurrence of a Change in Control) (“Post-CIC Acceleration”) and (ii) if the Optionee’s employment is Terminated by the Optionee without Good Reason or by the Post-CIC Employer for Cause, the Optionee will forfeit any Options that remain unvested as of the date of Termination (“Post-CIC Forfeiture”). If the Company is not able to secure the assumption or substitution of any unvested portion of the Option upon a Change in Control, the Company shall, in cancellation of such unvested portion, pay to the Optionee the amount to which the Optionee would have been entitled had the unvested portion been cancelled upon the Change in Control (the “Cash-Out Payment”). The Optionee shall be required to deposit the after-tax amount of the Cash-Out Payment into an escrow (the “Escrow Amount”), which shall continue to vest in accordance with the schedule set forth in Section 4 of this Agreement, subject to the Optionee’s continued employment with the Post-CIC Employer. The Company shall use commercially reasonable efforts to ensure that the Escrow Amount is deposited in an interest-bearing account. An allocable portion of the Escrow Amount (including any interest thereon) shall be distributed to the Optionee at the time the portion of the Option to which such portion of the Escrow Amount is attributable would have otherwise vested pursuant to Section 4 of this Agreement. If, prior to a distribution of the entire Escrow Amount

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(i) an event that would have given rise to a Post-CIC Acceleration occurs, the Optionee will be entitled to the unpaid portion of the Escrow Amount upon the date of such termination and (ii) an event that would have given rise to a Post-CIC Forfeiture occurs, the Optionee shall forfeit any unpaid portion of the Escrow Amount. For purposes of this Section 8, a Termination will be considered to be in contemplation of a Change in Control if such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control and a Change in Control involving such third party does occur or such termination otherwise occurs in connection with a potential Change in Control and such Change in Control does occur.

8.3. Effect of Certain Transactions. The provisions of Section 10.3(c) of the Plan shall apply to this Option only to the extent any such letter of transmittal or similar acknowledgment does not impose any material additional conditions or restrictions on the Optionee’s receipt of the payments to which the Optionee is entitled as a result of the Corporate Transaction.

Section 9. Miscellaneous.

9.1. Acknowledgment. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as the same may be amended from time to time. The Optionee hereby acknowledges that the Optionee has reviewed the Plan and this Agreement and understands the Optionee’s rights and obligations thereunder and hereunder. The Optionee also acknowledges that the Optionee has been provided with such information concerning the Company, the Plan and this Agreement as the Optionee and the Optionee’s advisors have requested.

9.2. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws rules and principles) of the State of Utah applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.

(b) Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any U.S. federal or state court located in the State of New York in New York County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of venue of any such litigation in any U.S. federal or state court located in the State of New York in New York County, (b) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (c) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto

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irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigation.

9.3. Specific Performance. Each of the parties agrees that any breach of the terms of this Agreement will result in irreparable injury and damage to the other parties, for which there is no adequate remedy at law. Each of the parties therefore agrees that in the event of a breach or any threat of breach, the other parties shall be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach or continued breach, and/or compelling specific performance of the Agreement, without having to prove the inadequacy of money damages as a remedy or balancing the equities between the parties. Such remedies shall be in addition to any other remedies (including monetary damages) to which the other parties may be entitled at law or in equity. Each party hereby waives any requirement for the securing or posting of any bond in connection with any such equitable remedy.

9.4. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

9.5. Notice. Unless otherwise provided herein, all notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (a) as of the date delivered, if delivered personally or by email, (b) on the date the delivering party receives confirmation, if delivered by facsimile, (c) three (3) business days after being mailed by registered or certified mail (postage prepaid, return receipt requested) or (d) one (1) business day after being sent by overnight courier (providing proof of delivery), to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section:

(a) If to the Company:

Ancelux Topco S.C.A.

c/o Ancestry.com Inc.

360 West 4800 North

Attention: William Stern, General Counsel

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With a copy to (which shall not constitute notice):

Ancelux Topco S.C.A.

282, route de LongwyL-1940 Luxembourg

Attention: Manager

With a copy to (which shall not constitute notice):

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Facsimile: (212) 859-4000

Attention: Jeffrey Ross, Esq.

(b) If to the Optionee, at the most recent address and facsimile number contained in the Company’s records.

9.6. Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and any of their respective successors, personal representatives and permitted assigns who agree in writing to be bound by the terms hereof. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by the Optionee without the prior written consent of the Company. In addition, the Investor Group shall be a third party beneficiary of this Agreement and shall be entitled to enforce this Agreement. In connection with the transfer of any securities of the Company held by the Investor Group, the Investor Group shall be entitled to assign its rights and obligations hereunder to an Affiliate of any of the Investor Group and, to the extent permitted by the Plan, to a third party.

9.7. Amendments and Waivers. Subject to applicable law, this Agreement and any of the provisions hereof may be amended, modified, or supplemented, in whole or in part, only in a writing signed by all parties hereto. The waiver by a party hereto of a breach by another party hereto of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach by such other party or as a waiver of any other or subsequent breach by such other party, except as otherwise explicitly provided for in the writing evidencing such waiver. The waiver by a party hereto of a breach by any party hereto of any provision of this Agreement shall not operate or be construed as a waiver of such breach by any other party hereto except as otherwise explicitly provided for in the writing evidencing such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

9.8. Counterparts. This Agreement may be executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

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9.9. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

9.10. Withholding. Whenever Investor Interests are to be issued upon exercise of the Option, the Company shall have the right to require the Optionee to remit to the Company cash sufficient to satisfy all U.S. federal, state and local withholding tax requirements prior to issuance of the Investor Interests and the delivery of any certificate or certificates for such Investor Interests. Notwithstanding the foregoing, upon the Optionee’s exercise of the Option during the Post-Termination Exercise Period (as defined below) following the Optionee’s Termination (i) by the Company or one of its Subsidiaries without Cause, (ii) due to the Optionee’s death or Disability or (iii) by the Optionee for Good Reason, the Optionee shall be permitted to pay any applicable withholding taxes by electing to reduce the number of Purchased Investor Interests to be issued upon such exercise by that number of Investor Interests having a Fair Market Value on the date of exercise equal to the aggregate amount of such withholding taxes. The Optionee agrees to indemnify the Company against any non-U.S., U.S. federal, state and local withholding taxes for which the Company may be liable in connection with the Optionee’s acquisition, ownership or disposition of any Investor Interests.

9.11. No Right to Continued Employment or Business Relationship. This Agreement shall not confer upon the Optionee any right with respect to continued employment or a continued business relationship with the Company or any Affiliate thereof, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to Terminate such Optionee at any time.

9.12. General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Sections refer to Sections of this Agreement. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations.

[signature pages follow]

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EXECUTIVES WITH GOOD REASON

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the Date of Grant.

ANCELUX TOPCO S.C.A., represented by its General Partner and sole manager, ANCELUX S.à r.l.
By:
Name:	Timothy Sullivan
Title:	Attorney-in-Fact
Agreed and acknowledged as of the Date of Grant:
Name:

APPENDIX A

Name of Optionee:	[—]
Address of Optionee:	[—]
Date of Grant:	[—]
Number of Investor Interests Subject to the Option:	[—], which represents an aggregate of [8 times x] shares of the Company
Exercise Price Per Investor Interest:	[—]

EX-10.11

Exhibit 10.11

Description of Ancestry.com Inc. 2012 Performance Incentive Plan

On February 13, 2012, the Compensation Committee of the Board of Directors of Ancestry.com Inc. approved financial performance objectives under the Company’s Performance Incentive Program to serve as the basis for determining the Company-wide bonus pool to be paid under the program for 2012.

The Compensation Committee confirmed that two corporate performance measures are to be used in calculating the pool for awards for 2012: revenue and adjusted EBITDA. Both measures will be weighted equally.

For revenue, no pool funding occurs below 98% of target revenue; at 100% of target revenue, the pool is funded at 100% of the target bonus pool attributable to revenue. The maximum funding of 120% of the target bonus pool attributable to revenue occurs at 103% of target revenue. Results between 98% and 100% of target revenues, and between 100% and 103% of target revenues, are interpolated.

For adjusted EBITDA, no pool funding occurs below 95% of target adjusted EBITDA, the pool is funded at 80% of the target bonus pool attributable to adjusted EBITDA at 95% of target adjusted EBITDA. The maximum funding of 120% of the target bonus pool attributable to adjusted EBITDA occurs at 105% of target adjusted EBITDA. Results between 95% and 100% of target adjusted EBITDA, and between 100% and 105% of target adjusted EBITDA, are interpolated. The Company defines adjusted EBITDA as net income (loss) plus net interest (income) expense; income tax expense; non-cash charges including depreciation, amortization, impairment of intangible assets and stock-based compensation expense; and other (income) expense.

Under the Performance Incentive Program for 2012, each of the two performance measures are reviewed separately in determining the funding of the bonus pool. For example, if the Company achieves less than 98% of target revenues but achieves 95% of target adjusted EBITDA, then employees will be eligible for a pool funded with zero allocation from the revenue target, but 80% of the adjusted EBITDA target (or 40% of the target bonus pool).

Individual payments made from the pool to each participant in the Performance Incentive Program, including the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), and the other executive officers, will be based on each executive officer’s target bonus percentage of salary, as such amount may be adjusted by (1) the achievement of individual performance goals, (2) individual performance ratings, (3) business unit performance, and (4) such other factors as the Board of Directors or Compensation Committee may determine.

EX-10.12

Exhibit 10.12

Description of Ancestry.com Inc. 2013 Performance Incentive Plan

The Operating Committee of Ancestry.com LLC approved financial performance objectives under the Ancestry.com Inc. Performance Incentive Program to serve as the basis for determining the Company-wide bonus pool to be paid under the program for 2013.

The Operating Committee confirmed that two corporate performance measures are to be used in calculating the pool for awards for 2013: revenue and adjusted EBITDA. Adjusted EBITDA will be the primary component for determining the amount of the bonus pool. No bonus pool will be created if performance is below either 95% of target adjusted EBITDA or 98% of target revenue. The maximum bonus pool would be created upon attainment of both 108% of the EBITDA target or greater and 105% of the revenue target or greater. Performance between the minimum and maximum is determined pursuant to a matrix of bonus pool amounts. Adjusted EBITDA is defined as net income (loss) plus net interest (income) expense; income tax expense; non-cash charges including depreciation, amortization, impairment of intangible assets and stock-based compensation expense; and other (income) expense.

Individual payments made from the pool to each participant in the 2013 Performance Incentive Plan, including the named executive officers, will be based on each participant’s target bonus percentage of salary, as such amount may be adjusted by (1) the achievement of individual performance goals, (2) individual performance ratings, (3) business unit performance and (4) such other factors as the Operating Committee may determine.

EX-10.13

Exhibit 10.13

Execution Version

December 28, 2012

Dear Tim:

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:

Salary:

$350,000 annualized (“Salary”), payable semi-monthly according to normal Company payroll policy.

Bonus:

Target and potential maximum annual bonus shall be a percentage of Salary as determined by the Board upon recommendation of the Compensation Committee of the Board based upon your performance against the Company financial performance goals and individual performance goals, if any, established by the Board per the terms and conditions of the Company’s Performance Incentive Program. Notwithstanding the foregoing, your minimum target bonus shall be 100% of Salary. Except as otherwise provided herein, you must be employed by the Company at the time of the bonus payout in order to receive the payout.

Board. You shall be a member of the Board for so long as you serve as Chief Executive Officer of the Company.

Benefits. In addition to the foregoing, you have the opportunity to continue to participate in all available benefits offered generally to employees of the Company from time to time. These currently include paid time off, holidays, health, dental, life, disability, a Section 125 cafeteria plan, tuition reimbursement and the Company’s 401(k) retirement plan, all subject to the Company’s policies and procedures. In addition, you will be entitled to reimbursement, not to exceed $10,000 annually, for any incremental filing costs in respect of your personal tax returns arising from, or as a result of, the change in the Company’s jurisdiction of incorporation to Luxembourg. The scope and extent of employee benefits offered by the Company may change from time to time. As a condition to your employment by the Company, you will execute and be bound by the Company’s standard Agreement to Protect Company Property (attached hereto as Exhibit A), including, but not limited to, the restrictive covenants and confidentiality provisions therein.

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At-Will Employment. Your employment with the Company is for no specific period of time and constitutes “at will” employment. Both you and the Company are free to terminate our at-will employment relationship at any time for any reason, with or without cause and with or without notice. Notwithstanding the foregoing, if the Company terminates your employment without Cause (and other than as a result of your death or disability) or you resign for Good Reason (each a “Qualifying Termination”), you will be eligible for a severance package as follows:

Non-CIC Cash Severance. In the event of a Qualifying Termination, the Company will pay you a severance amount equal to the sum of (x) twelve (12) months of Salary and (y) one time your Average Annual Bonus (the sum of (x) and (y), the “Non-CIC Cash Severance”). The Company will pay you the Non-CIC Cash Severance in twelve (12) equal monthly installments commencing on the first regular Company payroll period after the Release Deadline (as defined below) and continuing on the monthly anniversary thereof (or the last day of the month), subject to any payment delay necessary to avoid adverse consequences under Section 409A, as described below. For purposes of this Agreement, “Average Annual Bonus” means the average annual bonus earned by you under the Company’s Performance Incentive Program (or any successor annual bonus program) for performance over the three (3) fiscal years preceding the year of termination.

CIC Cash Severance. In the event that a Qualifying Termination occurs within three (3) months before, upon or within twenty-four (24) months following Closing or a Change of Control (a “CIC Qualifying Termination”), in lieu of the Non-CIC Cash Severance described above, the Company will pay you cash severance in an amount equal to two (2) times the sum of (x) your annual Salary and (y) your Average Annual Bonus (the sum of (x) and (y), the “CIC Cash Severance”) as follows: In the event that the Qualifying Termination (i) occurs within three (3) months before a Change of Control or (ii) occurs upon or within twenty-four (24) months following a Change of Control that does not constitute a change of ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “409A CIC”), the Company will pay you the CIC Cash Severance in twelve (12) equal monthly installments commencing on the first regular Company payroll period after the Release Deadline (defined below) and continuing on the monthly anniversary thereof (or the last day of the month), subject to any payment delay necessary to avoid adverse consequences under Section 409A, as described below. In the event that the Qualifying Termination occurs upon or within twenty-four (24) months following Closing or a Change of Control that constitutes a 409A CIC, the Company will pay you the CIC Cash Severance in a lump sum promptly after the Release Deadline, subject to any payment delay necessary to avoid adverse consequences under Section 409A, as described below.

Additional Severance Benefits. In the event of either a Qualifying Termination or a CIC Qualifying Termination, if you timely elect continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for you and your eligible dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse you for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to your separation from service) for you and your covered dependents until the earliest of (x) eighteen (18) months from the date of your separation from service, (y) the expiration of your continuation coverage under COBRA or (z) the date when you receive substantially equivalent health insurance coverage in connection with new employment or self-employment; provided that such benefits shall be taxable to you to the extent advisable under Section 105(h) of the Code or other applicable law.

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Additionally, the Company will reimburse you for your life insurance benefit premiums for a period of eighteen (18) months following your separation from service. Following such separation from service, you will also be entitled to any annual bonus earned but unpaid under the Company’s Performance Incentive Program (or any successor annual bonus program) with respect to the fiscal year preceding your date of separation, payable at the time such bonus would have been paid to Company employees generally. Further, following any such separation from service you will be entitled to a pro-rata portion (based on the number of months you were employed during the year of termination) of the annual bonus you would have otherwise earned under the Company’s Performance Incentive Program (or any successor annual bonus program) for the year of separation from service based upon the Company’s actual result for the entire year, which bonus will be paid at the same time annual bonuses are paid for the year of separation from service to Company employees generally, but in no event later than March 15 of the year following the year of separation from service.

Release Requirement. The severance payments and other benefits outlined above are contingent upon (a) your signing a general release of claims in favor of the Company, substantially in the form attached hereto as Exhibit B, and such release of claims becoming irrevocable within forty-five (45) calendar days following your separation from service (such forty-fifth (45^th) day, the “Release Deadline”) and (b) your material compliance with any restrictive covenant or confidentiality provision to which you are subject pursuant to this Agreement or otherwise.

Definitions. For purposes of this Agreement, “Cause” means (i) your willful and continued failure to attempt in good faith to substantially perform your duties after you have received a written demand of performance from the Company that specifically sets forth the factual basis for the Company’s belief that you have not substantially performed your duties and have failed to cure such non-performance to the Company’s satisfaction within ten (10) business days after receiving such notice; (ii) your gross negligence in performance of your duties or any breach of your material fiduciary duties to the Company, in each case, which results in a material economic harm to the Company; (iii) your conviction of, or plea of guilty or no contest to any felony or a misdemeanor involving moral turpitude that has an adverse effect on your ability to substantially perform your duties; or (iv) your willful and material violation of any restrictive covenant to which you are subject, including any non-competition covenant, non-solicitation covenant or any unauthorized use or disclosure of confidential information or trade secrets of the Company or its affiliates. Neither bad judgment nor mere negligence nor an act of omission reasonably believed by you to have been in, or not opposed to, the interests of the Company, shall constitute examples of gross negligence or willfulness.

For purposes of this Agreement, “Change of Control” means (i) the direct or indirect sale, transfer or conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of Ancelux Topco S.C.A. (“Parent”) and its subsidiaries (taken as a whole) to any Person (or group of Persons acting in concert); (ii) the consummation of any transaction or related series of transactions (including any merger, share purchase, recapitalization, redemption, issuance of capital stock, consolidation or consolidation) the result of which is that any Person (or group of

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Persons acting in concert) becomes beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 or any successor provision) of a majority of the economic interest in Parent; or (iii) any event which results in (A) the Permira Funds (defined below) ceasing to have the ability to elect a majority of the members of the Board or (B) the stockholders of Parent immediately before such transaction or series of related transactions owning (together with their affiliates) securities representing 50% or less of the combined voting power of the outstanding voting securities of the entity surviving or resulting from such transaction or series of related transactions. “Permira Funds” means funds advised by Permira Advisers LLC that are investing in Parent at the Closing. “Person” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organization. For the avoidance of doubt, a Change of Control includes the transaction contemplated in the Merger Agreement and will include any other transaction occurring after the Closing that meets the definition of “Change of Control.”

For purposes of this Agreement, you can resign for “Good Reason” within ninety (90) days upon or after the occurrence of any of the following: (i) without your consent, a material reduction of your Salary, relative to your Salary as in effect immediately prior to such reduction; provided that a reduction of less than twenty percent (20%) from your then-current Salary that is applied equally to all executive officers shall not constitute Good Reason; (ii) without your consent, a material reduction of duties, authority or responsibilities, relative to your duties, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to you of such reduced duties, authority or responsibilities; (iii) without your express written consent, you are relocated to a facility or location more than one hundred (100) miles from your current work location as in effect on the date upon which this Agreement is executed; (iv) a material reduction in your cash incentive opportunity; provided that neither a reduction of less than twenty percent (20%) from your then-current cash incentive opportunity nor a reduction applied equally to all executive officers shall constitute Good Reason; (v) the failure of the Company to obtain assumption of this Agreement by any successor to the Company; provided that no event described in this paragraph shall constitute Good Reason unless (x) you provide the Company notice of such event within ninety (90) days after the first occurrence or existence thereof, which notice specifically identifies the event that you believe constitutes Good Reason and (y) the Company fails to cure such event within thirty (30) days after delivery of such notice.

Section 409A. The payments hereunder are intended to be exempt under Treasury Regulation Section 1.409A-1(b)(9)(iii). Notwithstanding the foregoing, to the extent (i) any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in connection with your termination of employment constitute nonqualified deferred compensation subject to (and not exempt from) Section 409A and (ii) you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A, then such payment or payments shall not be made or commence until the earlier of (i) the date immediately following the expiration of the six (6)-month period measured from the date of your “separation from service”; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Code Section 409A(a)(1)(B) in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have

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otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum. For purposes of this Agreement or any agreement or plan referenced herein, with respect to any payment that is subject to (and not exempt from) Section 409A, termination of your employment shall be a “separation from service” within the meaning of Section 409A, and Section 1.409A-1(h) of the regulations thereunder. To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (i) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by you, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year. For purposes of Code Section 409A, your right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

Golden Parachute. Anything in this Agreement to the contrary notwithstanding, if any payment or benefit you would receive from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this paragraph shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”), (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable, (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment.

A nationally recognized certified public accounting firm selected by the Company and acceptable to you (the “Accounting Firm”) shall perform the foregoing calculations related to the Excise Tax. If a reduction is required, the Accounting Firm shall administer the ordering of the reduction as set forth in above. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Accounting Firm

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engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon you and the Company.

Certain Corporate Restructurings. Parent agrees that it will consult with you before engaging or causing any of its subsidiaries to engage in a transaction that requires you to file a gain recognition agreement described in the income tax regulations promulgated under Section 367(a) of the Code, and will discuss with you in good faith any potential alternatives to any such transaction.

Arbitration. The parties agree that any and all disputes arising out of the terms of this Agreement, your employment by the Company, your service as an officer or director of the Company, or your compensation and benefits, their interpretation and any of the matters herein released, will be subject to binding arbitration in Salt Lake City, Utah before the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, supplemented by the Utah Rules of Civil Procedure. The parties agree that the prevailing party in any arbitration will be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury. This paragraph will not prevent either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of their dispute relating to your obligations under this Agreement and the agreements incorporated herein by reference.

Indemnification. To the maximum extent provided by (a) applicable laws in the states of incorporation or formation of the Company and the LLC (in effect from time to time), (b) the By-Laws and Certificate of Incorporation of the Company and (c) the Limited Liability Company Agreement of the LLC, the Company and the LLC shall indemnify you against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of any reasonable attorney’s fees), losses, and damages resulting from your good faith performance of your duties under this Agreement for the benefit of the Company and the LLC, whether or not the claim is asserted during or after your employment. You shall be covered under any directors’ and officers’ insurance that each of the Company and the LLC maintains for its directors and other officers in the same manner and on the same basis as the Company’s and the LLC’s other directors and officers.

Legal Fees. The Company shall pay you and Howard Hochhauser up to $150,000 in aggregate documented legal fees and related expenses incurred in connection with the drafting, negotiation and execution of this Agreement and other documents relating to your equity arrangements with the Company and Parent.

General. This Agreement sets forth the key terms of your proposed employment by the Company. By signing this Agreement, you confirm to the Company that you are under no contractual or other legal obligation that would prohibit you from performing your duties for the Company as described herein. You further acknowledge that the provisions of this restated Agreement have been read, are understood, and the continued employment on the terms and

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conditions described herein is herewith accepted. This Agreement, together with the agreements specifically referenced herein, supersedes and preempts all prior or contemporaneous oral or written understandings and agreements with respect to the subject matter hereof between you and the Company, including, without limitation, that certain offer letter dated July 20, 2009, as amended between you and the Company. Any changes to our at-will employment relationship will be effective only if contained in a written agreement for that purpose, signed by you and the Company.

Please signify your acceptance of this updated offer by signing where indicated below.

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Sincerely,

William Stern

General Counsel

Ancestry.com Inc.

[Signature Page to Employment Letter - Sullivan]

Accepted and agreed to this      day of December 2012.

Tim Sullivan

[Signature Page to Employment Letter]

ANCELUX TOPCO S.C.A. (solely for purposes of the section entitled “Certain Corporate Restructurings”)

[Signature Page to Employment Letter - Sullivan]

EXHIBIT A

AGREEMENT TO PROTECT COMPANY PROPERTY

BY SIGNING THIS AGREEMENT TO PROTECT COMPANY PROPERTY (this “Agreement”) I, Tim Sullivan, acknowledge that I am (or will be) a key employee of Ancestry.com Inc. (the “Company”) serving the Company as the President and Chief Executive Officer and, as such, the services rendered and/or to be rendered by me to the Company are unique, special, and extraordinary.

WHEREAS, I acknowledge that during my employment with the Company, one or more of the following is true:

(i) I have been or will be entrusted with certain “Confidential Information” (as defined in this subparagraph (i)), including that which I have created or may create. For purposes hereof, “Confidential Information” is defined as: trade secrets, knowledge, know-how, ideas, intellectual property, documents or materials owned, developed or possessed by the Company or its affiliates, whether in tangible or intangible form, and in both hard copy and electronic/digital versions, pertaining to the business of the Company or to any customer, shareholder, partner, vendor or contractor of the Company, known or intended to be known only to employees of the Company or other persons in a confidential relationship with the Company or the confidentiality of which the Company takes reasonable measures to protect. Without limiting the generality of the foregoing, Confidential Information may include, but is not limited to, information regarding sales data and other indicators of business performance, research and development activities, systems, data bases, computer programs and software, designs, models, operating procedures, knowledge of the organization, products (including but not limited to prices, costs, sales information or product plans), processes, techniques, machinery, contracts, financial information or measures, business methods, future business plans, customer information (including but not limited to identities of customers and prospective customers, contractual relationships with or of such customers or prospective customers, customer payment information or customer preferences or habits), business relationships and other information owned, developed or possessed by or on behalf of the Company. Notwithstanding the foregoing, Confidential Information specifically excludes information which is (i) already in or later becomes part of the public domain or (ii) received from a third party under no obligation of confidentiality, or (iii) required to be disclosed by applicable law, regulation or legal process (provided that I provide the Company with prior notice of the contemplated disclosure); and/or

(ii) I have created and/or will be creating for the Company valuable business contacts and substantial relationships, commonly known as good will, with one or more of the Company’s customers, potential customers, or independent sales distributors or other salespersons, and/or with genealogists or other notable family history hobbyists, local, regional, national or international genealogical societies or other for-profit or non-profit organizations interested in advancing genealogical and family history research, or librarians, researchers, or governmental or private archivists or other governmental or quasi-governmental officials and authorities responsible for compiling and/or maintaining vital records or other governmental documents; and/or

(iii) I have received and/or will receive training relative to the Company’s business and to its customers.

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NOW THEREFORE, in consideration of (i) my employment and continued employment by the Company, (ii) the disclosure to me of the Confidential Information, and (iii) the valuable training to be received, and/or the other benefits to be provided to me as a result of my employment and continued employment by the Company, I hereby acknowledge, agree, and promise that:

1. Confidential Information.

a. I agree that, without the prior written consent of the Company, which consent may be withheld at the Company’s sole discretion, during the period of my employment with the Company and thereafter, I will not directly or indirectly, except in the course of my good faith performance of my job duties and responsibilities with the Company: (i) disseminate or disclose any Confidential Information to any other person or entity; (ii) aid, encourage, or allow any other person or entity to gain possession of or access to any Confidential Information; or (iii) use, sell or exploit any Confidential Information or aid, encourage or allow any other person or entity to do so. I understand that one of the main purposes of this Agreement is to protect such Confidential Information.

I acknowledge that the Company’s Confidential Information includes information constituting “material non-public information” within the meaning of the securities laws of the United States, and that it is a criminal violation of such securities laws to engage in transactions or share the information with others to enable them to engage in transactions in the Company’s publicly traded securities before such information is made available to the public by the Company. I agree not to share any such information with any person or engage in any transactions in the Company’s publicly traded securities until after any such “material non-public information” is made generally available to the public through the Company’s securities filings.

b. I agree that all Confidential Information, all materials embodying Confidential Information and all copies of the same, will remain the property of the owner thereof, whether the owner is the Company, or any third party who may have created and/or furnished it to the Company; provided, that to the extent such Confidential Information was created by me, I understand that the same shall be owned by the Company pursuant to the provisions of Section 2 of this Agreement. At the time of termination of my employment with the Company (without the need for separate written request by the Company), or otherwise at the written request of the Company at any time, I will immediately deliver to the Company all documents, records, writings, specifications, programs or other materials of any kind, including copies, which are in my possession or control and which contain any Confidential Information, except that I may retain (a) my rolodex (or other tangible or electronic address book that contains only contact information), my financial, benefit and compensation records and files and (b) my work-provided cellular telephone number (if any).

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2. Developments.

a. I agree that any and all inventions, improvements, discoveries, formulas or processes which are invented, discovered, learned or received by me in the course of having performed my job for the Company during the term of my employment with the Company (collectively, in the singular, the “Development”) shall be the exclusive property of the Company, and I will have no rights with respect thereto. Both during the period of my employment and thereafter (i) I will immediately fully disclose any Development to the Company and (ii) I will not disclose any Development to any third party, other than the Company, unless I am otherwise authorized in writing and in advance by the Company to do so.

b. I understand that the assignment of Developments by me in subparagraph (a) above does not apply to any Development for which none of the Company’s own equipment, supplies, facilities or trade secrets were used and which was developed entirely on my own time; provided, however, that this subparagraph (b) does not apply to any such Development that (i) relates directly to the Company’s business or research and development, and (ii) results from work performed by me in the course of my employment by the Company.

c. I hereby assign and agree to execute any assignments to the Company, or its nominee, of my right, title and interest in and to the Development and shall execute any other instruments and documents which the Company shall reasonably determine to be necessary or appropriate in applying for and obtaining patents or other registrations or protections of exclusive ownership, whether in the United States or any foreign countries, provided that any costs associated with any of the foregoing shall be borne by the Company. I specifically acknowledge and agree that each such Development (i) is an “Employment Invention” under the Utah Employment Inventions Act and is the sole and exclusive property of the Company and/or (ii) to the extent applicable, will be regarded as a “work made for hire” under the U.S. copyright laws and/or other applicable law.

d. I agree, whether or not I am then currently an employee of the Company, to reasonably cooperate to the extent and in the manner requested by the Company in the prosecution or defense of any patent claims or any litigation or other proceeding involving any Development covered by this Agreement, provided that any costs incurred by me in connection with travel, lodging or otherwise, as a result of such cooperation shall be fully reimbursed by the Company.

3. Non-Competition.

a. I agree that I will not, without the prior written consent of the Company, which consent may be withheld at the Company’s sole discretion, during the period of my employment and for a period of twenty-four (24) months from the date I cease to be an employee of the Company for any reason, do the following, directly or indirectly, act as director, officer, manager, employee, agent, consultant, assistant, advisor, owner, partner, shareholder or otherwise of, in or to, as the case may be, any person or entity that (A) sells, distributes or markets any “Competitive Products or Services” (as defined in Section 3(b)) as of my date of termination or (B) planned on or before my date of termination, to sell, distribute or market, after my date of termination, any “Competitive Products or Services” (such person or entity, a “Competitor”); provided, however, that the foregoing prohibition shall not prevent me from at any time owning less than two percent (2%) of the voting stock of any company(ies) whose stock

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is traded on a national securities exchange or in the over-the counter market; and provided further, however, that after my employment with the Company terminates, nothing in this Section 3(a) shall prohibit me from being employed in a senior management role by the parent company of a conglomerate (or a portion of a conglomerate) that is a Competitor so long as the total gross revenues during the 12-month period of such conglomerate (or portion thereof) last ending prior to my commencement of employment that are derived from the business of such Competitor that directly competes with the Company and was under my supervision (i) do not exceed $50 million and (ii) do not constitute more than 10% of the total gross revenues of such conglomerate (or portion of the conglomerate, as the case may be) during such period, regardless of the amount of such revenues.

b. For purposes hereof, “Competitive Products or Services” is defined as products or services that compete with products or services that are offered or planned to be offered by the Company or its affiliates.

c. This covenant not to compete is limited as written and shall not prohibit me from engaging in any activity or accepting employment with any person or entity that does not sell, distribute or market any Competitive Products or Services, and/or that is planning to sell, distribute or market any Competitive Products or Services. I recognize and agree that the Company and its affiliates are Internet-based enterprises that do business within the United States and throughout the world, and that the geographic scope of this covenant is appropriate, necessary and reasonable to protect the Company and its affiliates with respect to those business activities in which the Company and its affiliates actually engage or are planning to engage. I acknowledge that this Agreement will not prevent me from earning a living after my employment with the Company.

4. Non-Solicitation.

a. I agree that I will not, during the period of my employment and for a period of twenty-four (24) months from the date I cease to be an employee of the Company for any reason, in any capacity, whether for compensation or not, either directly or indirectly or alone or together with others (except in furtherance of my duties and obligations under this Agreement):

(i) solicit, induce, persuade, entice, request, encourage or attempt to influence any “customer” or “prospective customer” (as each term is defined in Section 4(c)) to terminate its relationship or discussions with the Company or its affiliates, or sell or otherwise attempt to sell Competitive Products and Services to any customer or potential customer;

(ii) solicit, induce, persuade, entice, request, encourage or attempt to influence any of the Company’s vendors or suppliers to terminate its relationship or discussions with the Company or its affiliates, or otherwise attempt to do any competitive business with any of the Company’s vendors or suppliers; or

(iii) solicit, or attempt to employ any employee and/or independent sales distributor of the Company or its affiliates to terminate his or her employment or relationship with the Company, or hire or otherwise contract with any such person, in any case to, for the benefit or on behalf of another company, provided that the foregoing will not apply to (x) general

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advertising not targeted at any such employees, so long as I am not personally involved in the recruitment of any such employees subsequent to such general advertisement or (y) my serving as a reference for any employee or consultant upon request.

b. For purposes of this Section 4, a “customer” is defined as any person or entity that, as of the date I cease to be an employee of the Company for any reason, is a customer of the Company, or any person or entity that was a customer of the Company at any time during the twelve (12) months preceding the date that I cease to be an employee of the Company for any reason. For purposes of this Section 4, a “potential customer” is defined as any person or entity, as of the date I cease to be an employee of the Company for any reason, then being “actively solicited” (as defined below) by the Company, or any person or entity that was actively solicited by the Company at any time during the (12) months immediately preceding the date I cease to be an employee of the Company for any reason. For purposes of this Section 4(b), a person or entity shall be “actively solicited” if the Company or any of its affiliates is in the process of making or, during the twelve (12) months immediately preceding any date of determination hereunder, made, any presentation and/or solicitation (whether formal or informal) to the person or entity or otherwise attempted to secure the business of such person or entity.

c. I acknowledge that the Company and its affiliates are capable of providing services to individuals and entities within the United States and throughout the world. I agree that the restrictions on competition and solicitation contained in this Agreement shall be deemed to be a series of separate non-competition covenants and a series of separate non-solicitation covenants, in each case (i) for each month within the specified periods, (ii) for each state within the United States and each county within each such state, and (iii) each country in the world.

5. Breach. In the event of any breach or threatened breach by me of the terms of this Agreement, I acknowledge that the Company may have no adequate remedy at law, and agree that the Company shall be entitled to seek equitable remedies, which may include but shall not be limited to an injunction restraining such breach or threatened breach, in addition to any other remedies provided at law or in equity, all of which remedies shall be cumulative and not exclusive.

6. General.

a. I hereby represent to the Company that I am not bound by any agreement or any prior or existing business relationship which conflicts with or prevents the full performance of my duties and obligations to the Company or its affiliates (including duties and obligations under this Agreement or any other agreement with the Company or any of its affiliates). During the course of my employment with the Company, I will not improperly use, for my own or the Company’s benefit, or otherwise disclose to the Company or to any officer, employee or other agent of the Company, any proprietary information or trade secrets of any former employer, or any other person or entity with whom I have an agreement of confidentiality or to whom I owe a duty to keep such information in confidence and will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such former employer, person or entity unless consented to in writing by such person.

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b. If any court of competent jurisdiction shall determine that any of the foregoing covenants are unenforceable with respect to the term thereof or the scope of the subject matter or geography covered thereby, such remaining covenants shall nonetheless be enforceable by such court or upon such shorter term or within such lesser subject matter or geographic scope as may be determined by the court to be enforceable. If the scope of any restriction contained in this Agreement is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and I hereby consent and agree that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction. The validity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

c. This Agreement shall be governed by the laws of the State of Utah, without regard to any otherwise applicable conflicts of law principles, and the parties hereto agree that jurisdiction with respect to any controversy with respect to this Agreement shall lie solely in the state courts located in Utah County in the State of Utah, or the Federal courts sitting in the State of Utah, and the parties consent to the exercise of personal jurisdiction by such courts and hereby waive any objection to the laying of venue or jurisdiction in any such court, including but not limited to any objection based on the inconvenience of such forum.

d. This Agreement shall be binding upon my own heirs, executors, administrators and assigns and shall inure to the benefit of the Company, its subsidiaries, affiliates, associated companies, successors and assigns. I understand that the Company is expressly permitted to assign its rights under this Agreement to any of its subsidiaries, affiliates, associated companies, successors and assigns, without my consent. Without limiting the generality of the foregoing, this Agreement may be assigned by the Company, without my consent, in connection with any sale of all or substantially all of the assets or equity interests in the Company, or otherwise in connection with any change of control of the Company, whether such assignment is made contractually, or is effected by operation of law or otherwise.

e. I understand and agree that this Agreement will continue in effect from the time my employment begins and will cover, to the extent applicable, the time I was employed prior to signing this Agreement, and/or in the event I am ever re-employed by the Company. I further understand and agree that I am employed solely at the will of the Company, and that this Agreement is not nor should it be construed as an express or implied contract of employment by the Company for any set term or duration of time, nor shall it limit or be construed so as to limit the right of the Company to end my employment relationship without notice at any time and for any reason, including the mere desire of the Company to no longer continue such relationship. This Agreement neither creates any obligations to pay me any set amount of salary, benefits or severance pay, nor is there any promise made in this Agreement respecting the terms of my employment by the Company.

f. This Agreement may not be modified or amended except by a written document that refers to this Agreement and that is signed by both the Company and me.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement to Protect Company Property has been executed as of the date set forth below.

ANCESTRY.COM INC.
By:
	Name:	William Stern
	Title:	General Counsel
Date:

[Signature Page to Agreement to Protect Company Property - Sullivan]

Timothy Sullivan

Date

[Signature Page to Agreement to Protect Company Property]

EXHIBIT B

Release of Claims

1. In consideration of the payments and benefits to be made under the Agreement, dated as of December 28, 2012 (the “Employment Agreement”), to which Tim Sullivan (the “Executive”) and Ancestry.com Inc. (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

(A) claims arising from any breach by the Company of its obligations under the Employment Agreement;

(B) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

(C) claims that may not be waived by law and any claims arising after the date this Release is signed;

(D) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

(E) rights to indemnification and advancement of legal fees the Executive has or may have (i) by application of law, (ii) under the by-laws or certificate of incorporation or formation of any member of the Company Affiliated Group, (iii) as an insured under any director’s and officer’s liability insurance policy now, in the future or previously in force, or (iv) under any agreement between the Executive and any member of the Company Affiliated Group;

(F) rights granted to Executive during his employment related to the purchase of equity of Parent (as defined in the Employment Agreement) or other equity rights; and

(G) vested interests Executive may have with respect to any 401(k), pension or profit sharing plan, stock option agreement or any other employee benefit plan by virtue of his employment with the Company.

2. The Executive acknowledges and agrees that the release of claims set forth in this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3. The release of claims set forth in this Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4. The Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5. As to rights, claims and causes of action arising under the ADEA, the Executive acknowledges that he has been given but not utilized a period of twenty-one (21) days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven (7) days following (and not including) the date of execution, revoke this Release as it relates to the release of claims arising under the ADEA. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the severance payments to which he is entitled pursuant to the Employment Agreement, but the remainder of the Employment Agreement shall continue in full force.

6. Other than as to rights, claims and causes of action arising under the ADEA, the release of claims set forth in this Release shall be immediately effective upon execution by the Executive.

7. The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

8. The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Release, and has been given a sufficient period within which to consider the release of claims set forth in this Release.

9. The Executive acknowledges that the release of claims set forth in this Release relates only to claims that exist as of the date of this Release.

10. The Executive acknowledges that the severance payments he is receiving in connection with the release of claims set forth in this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

11. Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

12. This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

13. The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

14. This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

15. This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

16. Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of Utah without giving effect to the conflicts of law principles thereof.

[signature page follows]

IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of                     .

ANCESTRY.COM INC.
By:
	Name:
	Title:
Tim Sullivan

EX-10.14

Exhibit 10.14

Execution Version

December 28, 2012

Dear Howard:

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:

Salary:	$300,000 annualized (“Salary”), payable semi-monthly according to normal Company payroll policy.
Bonus:	A target of 75% of salary based upon Company and individual performance goals per the terms and conditions of the Company’s Performance Incentive Program. Except as otherwise provided herein, you must be employed by the Company at the time of bonus payout in order to receive the payout.

Benefits. In addition to the foregoing, you have the opportunity to continue to participate in all available benefits offered generally to employees of the Company from time to time. These currently include paid time off, holidays, health, dental, life, disability, a Section 125 cafeteria plan, tuition reimbursement and the Company’s 401(k) retirement plan, all subject to the Company’s policies and procedures. In addition, you will be entitled to reimbursement, not to exceed $10,000 annually, for any incremental filing costs in respect of your personal tax returns arising from, or as a result of, the change in the Company’s jurisdiction of incorporation to Luxembourg. The scope and extent of employee benefits offered by the Company may change from time to time. As a condition to your employment by the Company, you will execute and be bound by the Company’s standard Agreement to Protect Company Property (attached hereto as Exhibit A), including, but not limited to, the restrictive covenants and confidentiality provisions therein.

At-Will Employment. Your employment with the Company is for no specific period of time and constitutes “at will” employment. Both you and the Company are free to terminate our at-will employment relationship at any time for any reason, with or without cause and with or without notice. Notwithstanding the foregoing, if the Company terminates your employment without Cause (and other than as a result of your death or disability) or you resign for Good Reason (each a “Qualifying Termination”), you will be eligible for a severance package as follows:

Non-CIC Cash Severance. In the event of a Qualifying Termination, the Company will pay you a severance amount equal to the sum of (x) twelve (12) months of Salary and (y) one time your Average Annual Bonus (the sum of (x) and (y), the “Non-CIC Cash Severance”). The Company will pay you the Non-CIC Cash Severance in twelve (12) equal monthly installments commencing on the first regular Company payroll period after the Release Deadline (as defined below) and continuing on the monthly anniversary thereof (or the last day of the month), subject to any payment delay necessary to avoid adverse consequences under Section 409A, as described below. For purposes of this Agreement, “Average Annual Bonus” means the average annual bonus earned by you under the Company’s Performance Incentive Program (or any successor annual bonus program) for performance over the three (3) fiscal years preceding the year of termination.

CIC Cash Severance. In the event that a Qualifying Termination occurs within three (3) months before, upon or within twenty-four (24) months following Closing or a Change of Control (a “CIC Qualifying Termination”), in lieu of the Non-CIC Cash Severance described above, the Company will pay you cash severance in an amount equal to two (2) times the sum of (x) your annual Salary and (y) your Average Annual Bonus (the sum of (x) and (y), the “CIC Cash Severance”) as follows: In the event that the Qualifying Termination (i) occurs within three (3) months before a Change of Control or (ii) occurs upon or within twenty-four (24) months following a Change of Control that does not constitute a change of ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A (a “409A CIC”), the Company will pay you the CIC Cash Severance in twelve (12) equal monthly installments commencing on the first regular Company payroll period after the Release Deadline (defined below) and continuing on the monthly anniversary thereof (or the last day of the month), subject to any payment delay necessary to avoid adverse consequences under Section 409A, as described below. In the event that the Qualifying Termination occurs upon or within twenty-four (24) months following Closing or a Change of Control that constitutes a 409A CIC, the Company will pay you the CIC Cash Severance in a lump sum promptly after the Release Deadline, subject to any payment delay necessary to avoid adverse consequences under Section 409A, as described below.

Additional Severance Benefits. In the event of either a Qualifying Termination or a CIC Qualifying Termination, if you timely elect continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for you and your eligible dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse you for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to your separation from service) for you and your covered dependents until the earliest of (x) eighteen (18) months from the date of your separation from service, (y) the expiration of your continuation coverage under COBRA or (z) the date when you receive substantially equivalent health insurance coverage in connection with new employment or self-employment; provided that such benefits shall be taxable to you to the extent advisable under Section 105(h) of the Code or other applicable law.

Additionally, the Company will reimburse you for your life insurance benefit premiums for a period of eighteen (18) months following your separation from service. Following such separation from service, you will also be entitled to any annual bonus earned but unpaid under the Company’s Performance Incentive Program (or any successor annual bonus program) with respect to the fiscal year preceding your date of separation, payable at the time such bonus would have been paid to Company employees generally. Further, following any such separation from service you will be entitled to a pro-rata portion (based on the number of months you were employed during the year of termination) of the annual bonus you would have otherwise earned under the Company’s Performance Incentive Program (or any successor annual bonus program) for the year of separation from service based upon the Company’s actual result for the entire year, which bonus will be paid at the same time annual bonuses are paid for the year of separation from service to Company employees generally, but in no event later than March 15 of the year following the year of separation from service.

Release Requirement. The severance payments and other benefits outlined above are contingent upon (a) your signing a general release of claims in favor of the Company, substantially in the form attached hereto as Exhibit B, and such release of claims becoming irrevocable within forty- five (45) calendar days following your separation from service (such forty-fifth (45^th) day, the “Release Deadline”) and (b) your material compliance with any restrictive covenant or confidentiality provision to which you are subject pursuant to this Agreement or otherwise.

Definitions. For purposes of this Agreement, “Cause” means (a) gross negligence in performance of your duties for the Company or any breach of your material fiduciary duties to the Company, in each case, which results in a material economic harm to the Company, (b) conviction of, or plea of guilty or no contest to any felony, (c) any act of fraud or embezzlement, (d) material violation of a Company policy, or (e) any willful and material violation of restrictive covenants to which you are subject, including any non-competition covenant, non-solicitation covenant or any unauthorized use or disclosure of confidential information or trade secrets of the Company or its affiliates. Neither bad judgment nor mere negligence nor an act of omission reasonably believed by you to have been in, or not opposed to, the interests of the Company, shall constitute examples of gross negligence or willfulness.

For purposes of this Agreement, “Change of Control” means (i) the direct or indirect sale, transfer or conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of Ancelux Topco S.C.A. (“Parent”) and its subsidiaries (taken as a whole) to any Person (or group of Persons acting in concert); (ii) the consummation of any transaction or related series of transactions (including any merger, share purchase, recapitalization, redemption, issuance of capital stock, consolidation or consolidation) the result of which is that any Person (or group of Persons acting in concert) becomes beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 or any successor provision) of a majority of the economic interest in Parent; or (iii) any event which results in (A) the Permira Funds (defined below) ceasing to have the ability to elect a majority of the members of the board of directors of Anvil US 1 LLC (the “LLC”) or (B) the stockholders of Parent immediately before such transaction or

series of related transactions owning (together with their affiliates) securities representing 50% or less of the combined voting power of the outstanding voting securities of the entity surviving or resulting from such transaction or series of related transactions. “Permira Funds” means funds advised by Permira Advisers LLC that are investing in Parent at the Closing. “Person” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organization. For the avoidance of doubt, a Change of Control includes the transaction contemplated in the Merger Agreement and will include any other transaction occurring after the Closing that meets the definition of “Change of Control.”

For purposes of this Agreement, you can resign for “Good Reason” within ninety (90) days upon or after the occurrence of any of the following without your consent: (i) a material reduction of your compensation, (ii) a material reduction of duties, authority or responsibilities, relative to your compensation, duties, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to you of such reduced duties, authority or responsibilities, (iii) a relocation of your principal place of employment to a facility or location more than one hundred (100) miles from your principal place of employment as in effect on the date upon which this Agreement is executed, or (iv) the failure of the Company to obtain assumption of this Agreement by any successor to the Company. Notwithstanding anything herein to the contrary, no event described above in this paragraph shall constitute Good Reason unless (x) you provide the Company notice of such event within ninety (90) days after the first occurrence or existence thereof, which notice specifically identifies the event that you believe constitutes Good Reason and (y) the Company fails to cure such event within thirty (30) days after delivery of such notice.

Section 409A. The payments hereunder are intended to be exempt under Treasury Regulation Section 1.409A-1(b)(9)(iii). Notwithstanding the foregoing, to the extent (i) any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in connection with your termination of employment constitute nonqualified deferred compensation subject to (and not exempt from) Section 409A and (ii) you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A, then such payment or payments shall not be made or commence until the earlier of (i) the date immediately following the expiration of the six (6)-month period measured from the date of your “separation from service”; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Code Section 409A(a)(1)(B) in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum. For purposes of this Agreement or any agreement or plan referenced herein, with respect to any payment that is subject to (and not exempt from) Section 409A, termination of your employment shall be a “separation from service” within the meaning of Section 409A, and Section 1.409A-1(h) of the regulations thereunder. To the extent that reimbursements or in-kind benefits under this Agreement constitute non-exempt “nonqualified deferred compensation” for purposes of Section 409A, (i) all reimbursements hereunder shall be made on or prior to the last day of the calendar year following the calendar year in which the expense was incurred by you, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another

benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided in any calendar year shall not in any way affect the expenses eligible for reimbursement or in- kind benefits to be provided in any other calendar year. For purposes of Code Section 409A, your right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

Golden Parachute. Anything in this Agreement to the contrary notwithstanding, if any payment or benefit you would receive from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment. Any reduction made pursuant to this paragraph shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”), (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable, (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment.

A nationally recognized certified public accounting firm selected by the Company and acceptable to you (the “Accounting Firm”) shall perform the foregoing calculations related to the Excise Tax. If a reduction is required, the Accounting Firm shall administer the ordering of the reduction as set forth in above. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon you and the Company.

Arbitration. The parties agree that any and all disputes arising out of the terms of this Agreement, your employment by the Company, your service as an officer or director of the Company, or your compensation and benefits, their interpretation and any of the matters herein released, will be subject to binding arbitration in Salt Lake City, Utah before the American Arbitration

Association under its National Rules for the Resolution of Employment Disputes, supplemented by the Utah Rules of Civil Procedure. The parties agree that the prevailing party in any arbitration will be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury. This paragraph will not prevent either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties and the subject matter of their dispute relating to your obligations under this Agreement and the agreements incorporated herein by reference.

Indemnification. To the maximum extent provided by (a) applicable laws in the states of incorporation or formation of the Company and the LLC (in effect from time to time), (b) the By-Laws and Certificate of Incorporation of the Company and (c) the Limited Liability Company Agreement of the LLC, the Company and the LLC shall indemnify you against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of any reasonable attorney’s fees), losses, and damages resulting from your good faith performance of your duties under this Agreement for the benefit of the Company and the LLC, whether or not the claim is asserted during or after your employment. You shall be covered under any directors’ and officers’ insurance that each of the Company and the LLC maintains for its directors and other officers in the same manner and on the same basis as the Company’s and the LLC’s other directors and officers.

Legal Fees. The Company shall pay you and Tim Sullivan up to $150,000 in aggregate documented legal fees and related expenses incurred in connection with the drafting, negotiation and execution of this Agreement and other documents relating to your equity arrangements with the Company and Parent.

General. This Agreement sets forth the key terms of your proposed employment by the Company. By signing this Agreement, you confirm to the Company that you are under no contractual or other legal obligation that would prohibit you from performing your duties for the Company as described herein. You further acknowledge that the provisions of this restated Agreement have been read, are understood, and the continued employment on the terms and conditions described herein is herewith accepted. This Agreement, together with the agreements specifically referenced herein, supersedes and preempts all prior or contemporaneous oral or written understandings and agreements with respect to the subject matter hereof between you and the Company, including, without limitation, that certain offer letter dated July 20, 2009, as amended between you and the Company. Any changes to our at-will employment relationship will be effective only if contained in a written agreement for that purpose, signed by you and the Company.

Please signify your acceptance of this updated offer by signing where indicated below.

Sincerely,

William Stern

General Counsel

Ancestry.com Inc.

[Signature Page to Employment Letter - Hochhauser]

Accepted and agreed to this      day of December 2012.

Howard Hochhauser

[Signature Page to Employment Letter]

EXHIBIT A

AGREEMENT TO PROTECT COMPANY PROPERTY

BY SIGNING THIS AGREEMENT TO PROTECT COMPANY PROPERTY (this “Agreement”) I, Howard Hochhauser, acknowledge that I am (or will be) a key employee of Ancestry.com Inc. (the “Company”) serving the Company as the Chief Operating Officer and Chief Financial Officer and, as such, the services rendered and/or to be rendered by me to the Company are unique, special, and extraordinary.

WHEREAS, I acknowledge that during my employment with the Company, one or more of the following is true:

(i) I have been or will be entrusted with certain “Confidential Information” (as defined in this subparagraph (i)), including that which I have created or may create. For purposes hereof, “Confidential Information” is defined as: trade secrets, knowledge, know-how, ideas, intellectual property, documents or materials owned, developed or possessed by the Company or its affiliates, whether in tangible or intangible form, and in both hard copy and electronic/digital versions, pertaining to the business of the Company or to any customer, shareholder, partner, vendor or contractor of the Company, known or intended to be known only to employees of the Company or other persons in a confidential relationship with the Company or the confidentiality of which the Company takes reasonable measures to protect. Without limiting the generality of the foregoing, Confidential Information may include, but is not limited to, information regarding sales data and other indicators of business performance, research and development activities, systems, data bases, computer programs and software, designs, models, operating procedures, knowledge of the organization, products (including but not limited to prices, costs, sales information or product plans), processes, techniques, machinery, contracts, financial information or measures, business methods, future business plans, customer information (including but not limited to identities of customers and prospective customers, contractual relationships with or of such customers or prospective customers, customer payment information or customer preferences or habits), business relationships and other information owned, developed or possessed by or on behalf of the Company. Notwithstanding the foregoing, Confidential Information specifically excludes information which is (i) already in or later becomes part of the public domain or (ii) received from a third party under no obligation of confidentiality, or (iii) required to be disclosed by applicable law, regulation or legal process (provided that I provide the Company with prior notice of the contemplated disclosure); and/or

(ii) I have created and/or will be creating for the Company valuable business contacts and substantial relationships, commonly known as good will, with one or more of the Company’s customers, potential customers, or independent sales distributors or other salespersons, and/or with genealogists or other notable family history hobbyists, local, regional, national or international genealogical societies or other for-profit or non-profit organizations interested in advancing genealogical and family history research, or librarians, researchers, or governmental or private archivists or other governmental or quasi-governmental officials and authorities responsible for compiling and/or maintaining vital records or other governmental documents; and/or

(iii) I have received and/or will receive training relative to the Company’s business and to its customers.

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NOW THEREFORE, in consideration of (i) my employment and continued employment by the Company, (ii) the disclosure to me of the Confidential Information, and (iii) the valuable training to be received, and/or the other benefits to be provided to me as a result of my employment and continued employment by the Company, I hereby acknowledge, agree, and promise that:

1. Confidential Information.

a. I agree that, without the prior written consent of the Company, which consent may be withheld at the Company’s sole discretion, during the period of my employment with the Company and thereafter, I will not directly or indirectly, except in the course of my good faith performance of my job duties and responsibilities with the Company: (i) disseminate or disclose any Confidential Information to any other person or entity; (ii) aid, encourage, or allow any other person or entity to gain possession of or access to any Confidential Information; or (iii) use, sell or exploit any Confidential Information or aid, encourage or allow any other person or entity to do so. I understand that one of the main purposes of this Agreement is to protect such Confidential Information.

I acknowledge that the Company’s Confidential Information includes information constituting “material non-public information” within the meaning of the securities laws of the United States, and that it is a criminal violation of such securities laws to engage in transactions or share the information with others to enable them to engage in transactions in the Company’s publicly traded securities before such information is made available to the public by the Company. I agree not to share any such information with any person or engage in any transactions in the Company’s publicly traded securities until after any such “material non-public information” is made generally available to the public through the Company’s securities filings.

b. I agree that all Confidential Information, all materials embodying Confidential Information and all copies of the same, will remain the property of the owner thereof, whether the owner is the Company, or any third party who may have created and/or furnished it to the Company; provided, that to the extent such Confidential Information was created by me, I understand that the same shall be owned by the Company pursuant to the provisions of Section 2 of this Agreement. At the time of termination of my employment with the Company (without the need for separate written request by the Company), or otherwise at the written request of the Company at any time, I will immediately deliver to the Company all documents, records, writings, specifications, programs or other materials of any kind, including copies, which are in my possession or control and which contain any Confidential Information, except that I may retain (a) my rolodex (or other tangible or electronic address book that contains only contact information), my financial, benefit and compensation records and files and (b) my work-provided cellular telephone number (if any).

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2. Developments.

a. I agree that any and all inventions, improvements, discoveries, formulas or processes which are invented, discovered, learned or received by me in the course of having performed my job for the Company during the term of my employment with the Company (collectively, in the singular, the “Development”) shall be the exclusive property of the Company, and I will have no rights with respect thereto. Both during the period of my employment and thereafter (i) I will immediately fully disclose any Development to the Company and (ii) I will not disclose any Development to any third party, other than the Company, unless I am otherwise authorized in writing and in advance by the Company to do so.

b. I understand that the assignment of Developments by me in subparagraph (a) above does not apply to any Development for which none of the Company’s own equipment, supplies, facilities or trade secrets were used and which was developed entirely on my own time; provided, however, that this subparagraph (b) does not apply to any such Development that (i) relates directly to the Company’s business or research and development, and (ii) results from work performed by me in the course of my employment by the Company.

c. I hereby assign and agree to execute any assignments to the Company, or its nominee, of my right, title and interest in and to the Development and shall execute any other instruments and documents which the Company shall reasonably determine to be necessary or appropriate in applying for and obtaining patents or other registrations or protections of exclusive ownership, whether in the United States or any foreign countries, provided that any costs associated with any of the foregoing shall be borne by the Company. I specifically acknowledge and agree that each such Development (i) is an “Employment Invention” under the Utah Employment Inventions Act and is the sole and exclusive property of the Company and/or (ii) to the extent applicable, will be regarded as a “work made for hire” under the U.S. copyright laws and/or other applicable law.

d. I agree, whether or not I am then currently an employee of the Company, to reasonably cooperate to the extent and in the manner requested by the Company in the prosecution or defense of any patent claims or any litigation or other proceeding involving any Development covered by this Agreement, provided that any costs incurred by me in connection with travel, lodging or otherwise, as a result of such cooperation shall be fully reimbursed by the Company.

3. Non-Competition.

a. I agree that I will not, without the prior written consent of the Company, which consent may be withheld at the Company’s sole discretion, during the period of my employment and for a period of twenty-four (24) months from the date I cease to be an employee of the Company for any reason, do the following, directly or indirectly, act as director, officer, manager, employee, agent, consultant, assistant, advisor, owner, partner, shareholder or otherwise of, in or to, as the case may be, any person or entity that (A) sells, distributes or markets any “Competitive Products or Services” (as defined in Section 3(b)) as of my date of termination or (B) planned on or before my date of termination, to sell, distribute or market, after my date of termination, any “Competitive Products or Services” (such person or entity, a “Competitor”); provided, however, that the foregoing prohibition shall not prevent me from at any time owning less than two percent (2%) of the voting stock of any company(ies) whose stock

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is traded on a national securities exchange or in the over-the counter market; and provided further, however, that after my employment with the Company terminates, nothing in this Section 3(a) shall prohibit me from being employed in a senior management role by the parent company of a conglomerate (or a portion of a conglomerate) that is a Competitor so long as the total gross revenues during the 12-month period of such conglomerate (or portion thereof) last ending prior to my commencement of employment that are derived from the business of such Competitor that directly competes with the Company and was under my supervision (i) do not exceed $50 million and (ii) do not constitute more than 10% of the total gross revenues of such conglomerate (or portion of the conglomerate, as the case may be) during such period, regardless of the amount of such revenues.

b. For purposes hereof, “Competitive Products or Services” is defined as products or services that compete with products or services that are offered or planned to be offered by the Company or its affiliates.

c. This covenant not to compete is limited as written and shall not prohibit me from engaging in any activity or accepting employment with any person or entity that does not sell, distribute or market any Competitive Products or Services, and/or that is planning to sell, distribute or market any Competitive Products or Services. I recognize and agree that the Company and its affiliates are Internet-based enterprises that do business within the United States and throughout the world, and that the geographic scope of this covenant is appropriate, necessary and reasonable to protect the Company and its affiliates with respect to those business activities in which the Company and its affiliates actually engage or are planning to engage. I acknowledge that this Agreement will not prevent me from earning a living after my employment with the Company.

4. Non-Solicitation.

a. I agree that I will not, during the period of my employment and for a period of twenty-four (24) months from the date I cease to be an employee of the Company for any reason, in any capacity, whether for compensation or not, either directly or indirectly or alone or together with others (except in furtherance of my duties and obligations under this Agreement):

(i) solicit, induce, persuade, entice, request, encourage or attempt to influence any “customer” or “prospective customer” (as each term is defined in Section 4(c)) to terminate its relationship or discussions with the Company or its affiliates, or sell or otherwise attempt to sell Competitive Products and Services to any customer or potential customer;

(ii) solicit, induce, persuade, entice, request, encourage or attempt to influence any of the Company’s vendors or suppliers to terminate its relationship or discussions with the Company or its affiliates, or otherwise attempt to do any competitive business with any of the Company’s vendors or suppliers; or

(iii) solicit, or attempt to employ any employee and/or independent sales distributor of the Company or its affiliates to terminate his or her employment or relationship with the Company, or hire or otherwise contract with any such person, in any case to, for the benefit or on behalf of another company, provided that the foregoing will not apply to (x) general

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advertising not targeted at any such employees, so long as I am not personally involved in the recruitment of any such employees subsequent to such general advertisement or (y) my serving as a reference for any employee or consultant upon request.

b. For purposes of this Section 4, a “customer” is defined as any person or entity that, as of the date I cease to be an employee of the Company for any reason, is a customer of the Company, or any person or entity that was a customer of the Company at any time during the twelve (12) months preceding the date that I cease to be an employee of the Company for any reason. For purposes of this Section 4, a “potential customer” is defined as any person or entity, as of the date I cease to be an employee of the Company for any reason, then being “actively solicited” (as defined below) by the Company, or any person or entity that was actively solicited by the Company at any time during the (12) months immediately preceding the date I cease to be an employee of the Company for any reason. For purposes of this Section 4(b), a person or entity shall be “actively solicited” if the Company or any of its affiliates is in the process of making or, during the twelve (12) months immediately preceding any date of determination hereunder, made, any presentation and/or solicitation (whether formal or informal) to the person or entity or otherwise attempted to secure the business of such person or entity.

c. I acknowledge that the Company and its affiliates are capable of providing services to individuals and entities within the United States and throughout the world. I agree that the restrictions on competition and solicitation contained in this Agreement shall be deemed to be a series of separate non-competition covenants and a series of separate non-solicitation covenants, in each case (i) for each month within the specified periods, (ii) for each state within the United States and each county within each such state, and (iii) each country in the world.

5. Breach. In the event of any breach or threatened breach by me of the terms of this Agreement, I acknowledge that the Company may have no adequate remedy at law, and agree that the Company shall be entitled to seek equitable remedies, which may include but shall not be limited to an injunction restraining such breach or threatened breach, in addition to any other remedies provided at law or in equity, all of which remedies shall be cumulative and not exclusive.

6. General.

a. I hereby represent to the Company that I am not bound by any agreement or any prior or existing business relationship which conflicts with or prevents the full performance of my duties and obligations to the Company or its affiliates (including duties and obligations under this Agreement or any other agreement with the Company or any of its affiliates). During the course of my employment with the Company, I will not improperly use, for my own or the Company’s benefit, or otherwise disclose to the Company or to any officer, employee or other agent of the Company, any proprietary information or trade secrets of any former employer, or any other person or entity with whom I have an agreement of confidentiality or to whom I owe a duty to keep such information in confidence and will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such former employer, person or entity unless consented to in writing by such person.

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b. If any court of competent jurisdiction shall determine that any of the foregoing covenants are unenforceable with respect to the term thereof or the scope of the subject matter or geography covered thereby, such remaining covenants shall nonetheless be enforceable by such court or upon such shorter term or within such lesser subject matter or geographic scope as may be determined by the court to be enforceable. If the scope of any restriction contained in this Agreement is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and I hereby consent and agree that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction. The validity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

c. This Agreement shall be governed by the laws of the State of Utah, without regard to any otherwise applicable conflicts of law principles, and the parties hereto agree that jurisdiction with respect to any controversy with respect to this Agreement shall lie solely in the state courts located in Utah County in the State of Utah, or the Federal courts sitting in the State of Utah, and the parties consent to the exercise of personal jurisdiction by such courts and hereby waive any objection to the laying of venue or jurisdiction in any such court, including but not limited to any objection based on the inconvenience of such forum.

d. This Agreement shall be binding upon my own heirs, executors, administrators and assigns and shall inure to the benefit of the Company, its subsidiaries, affiliates, associated companies, successors and assigns. I understand that the Company is expressly permitted to assign its rights under this Agreement to any of its subsidiaries, affiliates, associated companies, successors and assigns, without my consent. Without limiting the generality of the foregoing, this Agreement may be assigned by the Company, without my consent, in connection with any sale of all or substantially all of the assets or equity interests in the Company, or otherwise in connection with any change of control of the Company, whether such assignment is made contractually, or is effected by operation of law or otherwise.

e. I understand and agree that this Agreement will continue in effect from the time my employment begins and will cover, to the extent applicable, the time I was employed prior to signing this Agreement, and/or in the event I am ever re-employed by the Company. I further understand and agree that I am employed solely at the will of the Company, and that this Agreement is not nor should it be construed as an express or implied contract of employment by the Company for any set term or duration of time, nor shall it limit or be construed so as to limit the right of the Company to end my employment relationship without notice at any time and for any reason, including the mere desire of the Company to no longer continue such relationship. This Agreement neither creates any obligations to pay me any set amount of salary, benefits or severance pay, nor is there any promise made in this Agreement respecting the terms of my employment by the Company.

f. This Agreement may not be modified or amended except by a written document that refers to this Agreement and that is signed by both the Company and me.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement to Protect Company Property has been executed as of the date set forth below.

ANCESTRY.COM INC.
By:
	Name:	William Stern
	Title:	General Counsel
Date:

[Signature Page to Agreement to Protect Company Property - Hochhauser]

Howard Hochhauser

Date

[Signature Page to Agreement to Protect Company Property]

EXHIBIT B

Release of Claims

1. In consideration of the payments and benefits to be made under the Agreement, dated as of December 28, 2012 (the “Employment Agreement”), to which Howard Hochhauser (the “Executive”) and Ancestry.com Inc. (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), and any similar or analogous state statute, excepting only:

(A) claims arising from any breach by the Company of its obligations under the Employment Agreement;

(B) the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;

(C) claims that may not be waived by law and any claims arising after the date this Release is signed;

(D) claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company Affiliated Group;

(E) rights to indemnification and advancement of legal fees the Executive has or may have (i) by application of law, (ii) under the by-laws or certificate of incorporation or formation of any member of the Company Affiliated Group, (iii) as an insured under any director’s and officer’s liability insurance policy now, in the future or previously in force, or (iv) under any agreement between the Executive and any member of the Company Affiliated Group;

(F) rights granted to Executive during his employment related to the purchase of equity of Parent (as defined in the Employment Agreement) or other equity rights; and

(G) vested interests Executive may have with respect to any 401(k), pension or profit sharing plan, stock option agreement or any other employee benefit plan by virtue of his employment with the Company.

2. The Executive acknowledges and agrees that the release of claims set forth in this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3. The release of claims set forth in this Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.

4. The Executive specifically acknowledges that his acceptance of the terms of the release of claims set forth in this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.

5. As to rights, claims and causes of action arising under the ADEA, the Executive acknowledges that he has been given but not utilized a period of twenty-one (21) days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, he may thereafter, for a period of seven (7) days following (and not including) the date of execution, revoke this Release as it relates to the release of claims arising under the ADEA. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the severance payments to which he is entitled pursuant to the Employment Agreement, but the remainder of the Employment Agreement shall continue in full force.

6. Other than as to rights, claims and causes of action arising under the ADEA, the release of claims set forth in this Release shall be immediately effective upon execution by the Executive.

7. The Executive acknowledges and agrees that he has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

8. The Executive acknowledges that he has been advised to seek, and has had the opportunity to seek, the advice and assistance of an attorney with regard to the release of claims set forth in this Release, and has been given a sufficient period within which to consider the release of claims set forth in this Release.

9. The Executive acknowledges that the release of claims set forth in this Release relates only to claims that exist as of the date of this Release.

10. The Executive acknowledges that the severance payments he is receiving in connection with the release of claims set forth in this Release and his obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.

11. Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

12. This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein.

13. The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in accordance with the terms of this Release.

14. This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be deemed effective for all purposes.

15. This Release shall be binding upon any and all successors and assigns of the Executive and the Company.

16. Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and enforced in accordance with the laws of the State of Utah without giving effect to the conflicts of law principles thereof.

[signature page follows]

IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of                     .

ANCESTRY.COM INC.
By:
	Name:
	Title:
Howard Hochhauser

EX-10.18

Exhibit 10.18

March 9, 2012

Scott Sorensen

Dear Scott:

I am pleased to offer you the full-time position of SVP Engineering for Ancestry.com Inc. (the “Company”) based in our San Francisco office. You will report to our Chief Executive Officer, Tim Sullivan. In consideration of this new role, we propose the following adjustment to your current compensation package:

Salary:	Your initial base salary will be $250,000 USD annualized, payable semi-monthly according to normal Company payroll policy, retroactive to January 1, 2012.
Bonus:	You will be eligible to earn a target annual bonus of 50% of Salary based upon Company, business unit and individual performance goals established by the Company per the terms and conditions of the Company’s Performance Incentive Program. You must be employed by the Company in good standing at the time of the bonus payout in order to receive the payout.
Effective Date of Position:	February 13, 2012
Restricted Stock:	The Company will grant you 75,000 restricted stock units (“RSUs”) effective March 1, 2012 (each such RSU representing the contingent right to one share of Ancestry.com common stock). The RSUs will vest as follows: 25% of the RSUs will vest March 1, 2013, then 1/16 of the RSUs will vest on the first day of each quarter beginning June 1, 2013 and continuing on the first day of each quarter (in each case based on your continued employment) until all RSUs are vested. The RSUs will be subject to the terms, definitions and provisions set forth in the 2009 Stock Incentive Plan and the related form of Restricted Stock Units Agreement.
Stock Options:	The Company will grant you an option to purchase 150,000 shares of Ancestry.com common stock effective March 1, 2012 at an exercise price equal to the closing price on March 1, 2012. The option will vest as follows: 25% of the shares subject to the option will vest March 1, 2013, then 1/48 of the shares will vest on the first day of each month beginning April 1, 2013 and continuing on the first day of each month (in each case based on your continued employment) until all shares subject to the option are vested. The option will be subject to the terms, definitions and provisions set forth in the 2009 Stock Incentive Plan and the related form of Stock Option Agreement.

In addition to the foregoing, you have the opportunity to continue to participate in all available benefits offered generally to employees of the Company from time to time. These currently include paid time off, holidays, health, dental, life, disability, a Section 125 cafeteria plan, tuition reimbursement and the Company’s 401(k) retirement plan, all subject to the Company’s policies and procedures. The scope and extent of employee benefits offered by the Company may change from time to time.

March 9, 2012 Page 2

As a condition to your continued employment by the Company, you will be required to sign an updated copy of the Company’s standard Agreement to Protect Company Property, a copy of which is enclosed with this letter. Among other things, this agreement contains a confidential information provision requiring you to agree not to divulge, furnish, or make accessible to anyone outside Ancestry.com Inc. any knowledge or information coming into your possession during your employment with respect to confidential or secret documents, processes, plans, formulae, devices or material relating to the business and activities of Ancestry.com Inc.

Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate the employment relationship at any time, with or without notice, and with or without Cause. As an at-will employee, your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time. The Company specifically reserves the right to modify, revoke, suspend, terminate or change any or all such terms of employment, in whole or in part, at any time, without or without notice.

Notwithstanding the foregoing, if the Company terminates your employment without Cause (and other than as a result of your death or disability) or you resign for Good Reason, you will be eligible for a severance package as follows:

Following such separation from service, the Company will pay you a severance amount equal to six (6) months of Salary paid out over regular Company payroll periods, commencing on the first regular Company payroll period after the Release Deadline (defined below), subject to any payment delay necessary to avoid adverse consequences under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, following any such termination of employment you will be entitled to an additional lump sum severance payment equal to 80% of your Average Annual Bonus, prorated based on the number of months you were employed during the year of termination, payable on the first regular Company payroll period after the Release Deadline (and in no event later than 70 calendar days after your “separation from service” within the meaning of Section 409A of the Code. For purposes of this offer letter, “Average Annual Bonus” means the average annual bonus paid to you under the Company’s Performance Incentive Program (or any successor annual bonus program) for the two (2) years preceding the year of termination.

Additionally, in the event of such a termination of employment if you timely elect continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) upon your separation from service for you and your eligible dependents, the Company will reimburse you for your medical benefit COBRA premiums for such coverage (at the coverage levels in effect immediately prior to your separation from service) for you and your covered dependents for a period of six (6) months following your termination, subject to (1) your providing the Company with adequate proof of payment of such COBRA premiums as determined by the Company and (2) the taxation of such reimbursements to the extent advisable under Section 105(h) of the Code or other applicable law.

In the event that within three (3) months before or within twelve (12) months following a Change of Control you are terminated by the Company without Cause (other than as a result of your death or disability), or you resign for Good Reason, you will be entitled to the aforementioned severance package

March 9, 2012 Page 3

and immediate vesting as to a total of fifty percent (50%) of your then unvested equity and equity-based awards. In addition, the period for which you will be eligible to receive reimbursement for COBRA medical premiums will be increased to a total of twelve (12) months.

In each case outlined above, the severance payments and other benefits are contingent upon your signing a general release of claims in favor of the Company and such release of claims becoming irrevocable within sixty (60) calendar days following your separation from service (such sixtieth (60^th) day, the “Release Deadline”) and your compliance with any restrictive covenant or confidentiality provision to which you are subject pursuant to this offer letter or otherwise.

For purposes of this offer letter, “Cause” means gross negligence in carrying out your duties for the Company or any breach of fiduciary duties to the Company, conviction of, or plea of guilty or no contest to any felony, any act of fraud or embezzlement, material violation of a Company policy or any unauthorized use or disclosure of confidential information or trade secrets of the Company or its affiliates, or failure to cooperate in any Company investigation. Neither bad judgment nor mere negligence nor an act or omission reasonably believed by you to have been in, or not opposed to, the interests of the Company, shall constitute examples of gross negligence.

For purposes of this offer letter, “Change of Control” results when: (i) any person or entity other than Spectrum Equity Investors V L.P. (“Spectrum”) or persons or entities jointly filing Schedule 13G in respect of the Company’s voting securities as of the date of this offer letter becomes the beneficial owner, directly or indirectly, of securities of the Company (or any parent corporation) representing fifty percent (50%) or more of the total voting power of all of the Company’s (or any parent corporation’s) then outstanding voting securities, (ii) a merger or consolidation of the Company (or any parent corporation) in which the Company’s (or any parent corporation’s) voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the voting power of all voting securities of the surviving entity immediately after the merger or consolidation, or (iii) a sale of all or substantially all of the assets of the Company (or any parent corporation) or a liquidation or dissolution of the Company (or any parent corporation). Notwithstanding the foregoing, to the extent required to avoid taxation under Section 409A of the Code, an event set forth above shall constitute a Change of Control only if it also constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A of the Code.

For purposes of this offer letter, you can resign for “Good Reason” within twelve (12) months following a Change of Control and within ninety (90) days after the occurrence of any of the following without your consent: a material reduction of your compensation, duties, authority or responsibilities, relative to your compensation, duties, authority or responsibilities or the assignment to you of such reduced duties, authority or responsibilities.

For purposes of this offer letter, you can resign for “Good Reason” within ninety (90) days after the occurrence of any of the following without your express written consent in circumstances not involving a Change of Control: (i) a material reduction of your base compensation, or (ii) a relocation of your principal place of employment to a facility or location more than one hundred (100) miles from either of the current locations of the Company’s San Francisco, California and Provo, Utah offices as in effect on the date upon which this offer letter is executed. Notwithstanding anything herein to the contrary, no event described above in this paragraph and the preceding paragraph shall constitute Good Reason unless

March 9, 2012 Page 4

(x) you provide the Company notice of such event within thirty (30) days after the first occurrence or existence thereof, which notice specifically identifies the event that you believe constitutes Good Reason and (y) the Company fails to cure such event within thirty (30) days after delivery of such notice.

The payments hereunder are intended to be exempt under Treasury Regulation Section 1.409A-1(b)(9)(iii). Notwithstanding the foregoing, to the extent (i) any payments to which you become entitled under this offer letter, or any agreement or plan referenced herein, in connection with your termination of employment constitute deferred compensation subject to (and not exempt from) Section 409A of the Code and (ii) you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A of the Code, then such payment or payments shall not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service”; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum. For purposes of this offer letter or any agreement or plan referenced herein, with respect to any payment that is subject to (and not exempt from) Section 409A of the Code, termination of your employment shall be a “separation from service” within the meaning of Section 409A, and Section 1.409A-1(h) of the regulations thereunder.

This offer letter constitutes the entire understanding between you and the Company with regard to your employment relationship and any changes will be effective only if contained in a written agreement signed by you and the Company.

If you wish to accept this offer, please sign and date this letter below. By doing so, you acknowledge that you have read the provisions of this offer letter, you understand them and the offer of continued employment is accepted.

Please return this letter to me by March 15, 2012.

If you have any additional questions, please feel free to contact me at (801) 705-7000.

Sincerely,

/s/ Tim Sullivan

Tim Sullivan

CEO

Ancestry.com Inc.

Accepted and agreed to this 13 day of March, 2012.

/s/ Scott Sorensen

Scott Sorensen

EX-10.21

Exhibit 10.21

Execution Version

AMENDED AND RESTATED

EMPLOYEE ROLLOVER STOCK OPTION AGREEMENT

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”).

WHEREAS, the Optionee holds one or more options to purchase shares of common stock of Ancestry.com Inc., a Delaware corporation (the “Company”), pursuant to one or more of the MyFamily.com Inc. 2004 Executive Stock Option Plan (the “2004 Plan”), the Generations Holdings Inc. 2008 Stock Purchase and Option Plan (the “2008 Plan”) and the Ancestry.com Inc. 2009 Stock Incentive Plan (the “2009 Plan,” and, together with the 2004 Plan and the 2008 Plan, the “Plans”). Certain nonqualified stock options (“NSOs”) and incentive stock options (“ISOs”) held by the Optionee will continue in accordance with this Rollover Agreement upon and following the consummation of the transactions contemplated under the Merger Agreement (as defined below). Each such NSO and ISO is set forth under the column entitled “Option Shares” in Table I on Appendix A and is herein referred to as a “Rollover NSO” or “Rollover ISO”, respectively (and each a “Rollover Option”);

WHEREAS, 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 Parent, respectively;

WHEREAS, in connection with the Merger Agreement, US Holdco and the Optionee entered into the Employee Rollover Stock Option Agreement, dated October 21, 2012 (the “First Rollover Agreement”); and

WHEREAS, US Holdco and the Optionee now desire to amend and restate the First Rollover Agreement and Parent desires to become a party to this Rollover Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the undersigned parties hereto agree to the terms and conditions contained herein.

1. General.

(a) Exchange. In connection with the Merger, subject to the modifications and upon the terms and conditions set forth herein, the Rollover Option(s) shall be exchanged at the Closing (as defined in the Merger Agreement) as follows: (i) Rollover NSOs shall be exchanged for option(s) (“Parent Option(s)”) to purchase a number of Investor Interests in

Parent as set forth in Section 2(a) hereof and (ii) Rollover ISOs shall be exchanged for option(s) (“US Holdco Option(s)” and, together with the Parent Options, the “New Options”) to purchase a number of shares of common stock of US Holdco (“US Holdco Stock”) as set forth in Section 3(a) hereof.

(b) Assumption of Plans and Agreements.

(i) Each of the option agreement(s) pursuant to which the Rollover Option(s) were granted (the “Original Option Agreement(s)”), as modified by this Rollover Agreement, will be assumed by Parent or US Holdco, as applicable (the “Applicable Entity”) by action of the Applicable Entity’s board of directors (as applicable, the “Board”) as of the Closing Date (as defined in the Merger Agreement). In addition, (x) Parent shall assume each of the Plans and (y) US Holdco shall assume the 2008 Plan.

(ii) Upon and following the Closing, references to the “Company” in each of the Plans and the Original Option Agreement(s) shall be deemed to refer to the Applicable Entity. Obligations of the Company under the Original Option Agreement(s), as modified by this Rollover Agreement, will be assumed by the Applicable Entity at the Closing. Upon and following the Closing, any references to the “Committee” or “Administrator” in any of the Plans and the Original Option Agreement(s) shall be deemed to refer to the Compensation Committee of the Board of the Applicable Entity, or if no such committee has been appointed, to the Board. For the avoidance of doubt, each separately identified Rollover Option set forth on Appendix A is, and shall be treated for all purposes under this Rollover Agreement as, a separate Rollover Option, and this Rollover Agreement will be construed accordingly. Unless the context clearly requires otherwise, references hereinafter to the Rollover Option shall refer to each separate Rollover Option to purchase shares of common stock of the Company prior to the Closing Date. Capitalized terms in this Rollover Agreement that are not defined herein shall have the meanings stated in the applicable Plan.

(iii) The New Options shall remain subject to terms of the applicable Plan, a copy of which the Optionee has received. In addition, each Original Option Agreement, as modified by this Rollover Agreement, shall continue in effect and govern the terms of its respective New Option. In the case of any conflict between the provisions hereof and those of the applicable Plan, unless the context clearly requires otherwise, the provisions hereof shall be controlling.

2. NSO Exchange.

(a) Each Rollover NSO shall be exchanged for a Parent Option at Closing, upon the terms and conditions set forth herein, with respect to the number of Investor Interests and at such exercise prices determined as follows: (i) each such Rollover NSO will be converted into a Parent Option for that number of Investor Interests equal to the product of the number of shares of common stock of the Company that were subject to such Rollover NSO immediately prior to the Closing multiplied by the ratio of the “Merger Consideration” (as defined in the Merger Agreement) to the Investor Interest Value (such ratio, the “Parent Option Ratio”), with the result rounded down to the nearest whole number of Investor Interests and (ii) the per Investor Interest exercise price subject to such Parent Option will be equal to the quotient

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determined by dividing the exercise price per share at which such Rollover NSO was exercisable immediately prior to the Closing by the Parent Option Ratio, with the result rounded up to the nearest whole cent (the “Parent Option Price”). The “Investor Interest Value” shall mean the price per Investor Interest paid by the Permira Funds (as defined below) immediately prior to Closing (which shall be in excess of the Merger Consideration).

(b) As soon as reasonably practicable following the Closing Date, Table II of Appendix A will be completed to set forth the number of Parent Options based on the formula described in Section 2(a) above.

3. ISO Exchange and Terms Applicable to US Holdco Stock.

(a) ISO Exchange.

(i) Each Rollover ISO shall be exchanged for a US Holdco Option at Closing, upon the terms and conditions set forth herein, with respect to the number of shares of US Holdco Stock and at such exercise prices determined as follows: (x) each such Rollover ISO will be converted into a US Holdco Option for that number of whole shares of US Holdco Stock equal to the product of the number of shares of common stock of the Company that were subject to such Rollover ISO immediately prior to the Closing multiplied by the ratio of the “Merger Consideration” to the US Holdco Per Share Value (such ratio, the “US Holdco Option Ratio”), with the result rounded down to the nearest whole number of shares of US Holdco Stock and (y) the per share exercise price for the US Holdco Stock subject to such US Holdco Option will be equal to the quotient determined by dividing the exercise price per share of common stock at which such Rollover ISO was exercisable immediately prior to the Closing by the US Holdco Option Ratio, with the result rounded up to the nearest whole cent (the “US Holdco Option Price” and, together with the Parent Option Price, the “Option Price”). The “US Holdco Per Share Value” shall mean the price per share of US Holdco Stock immediately prior to Closing. The parties shall take such action as the Optionee may reasonably request in order to carry out the intent of the parties that the foregoing conversion complies with Section 424 of the Code.

(ii) As soon as reasonably practicable following the Closing Date, Table II of Appendix A will be completed to set forth the number of Rollover ISOs based on the formula described in Section 3(a)(i) above.

(b) US Holdco Option Exercise. The Optionee agrees to exercise the US Holdco Options within 30 days following the Closing Date in accordance with the provisions of Section 5 (the date of exercise, the “ISO Exercise Date”). Notwithstanding anything to the contrary, no right granted herein that was not prior hereto existing shall apply to any ISO to the extent such right would be deemed a modification of such ISO.

(c) Non-Transferability. The Optionee may not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any US Holdco Options or US Holdco Stock (except as set forth in Section 3(d)). Any attempted sale, transfer, assignment, exchange, pledge or other disposition of US Holdco Options or US Holdco Stock (other than as set forth in Section 3(d)) will be void.

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(d) US Holdco Stock Contribution. Immediately following the first anniversary of the ISO Exercise Date (such date, the “US Holdco Stock Contribution Date”), the Optionee agrees to contribute his shares of US Holdco Stock to Parent in exchange for a number of Investor Interests equal to the product of the number of shares of US Holdco Stock being contributed multiplied by the ratio of the Fair Market Value of one share of US Holdco Stock to the Fair Market Value of one Investor Interest, in each case on the US Holdco Stock Contribution Date (the “US Holdco Ratio”).

(e) Issuance of Additional Investor Interests. If the US Holdco Ratio is greater on the ISO Exercise Date than on the US Holdco Stock Contribution Date (i.e., if the value of US Holdco Stock represents a smaller proportion of the value of Parent on the US Holdco Stock Contribution Date than it did on the ISO Exercise Date), the Optionee shall be issued an additional number of Investor Interests, determined pursuant to the following formula (“Additional Investor Interests”):

(i) Step 1: Divide the US Holdco Ratio on the ISO Exercise Date by the US Holdco Ratio on the US Holdco Stock Contribution Date.

(ii) Step 2: Multiply the amount resulting from Step 1 by the aggregate Fair Market Value of the US Holdco Stock held by the Optionee on the US Holdco Stock Contribution Date.

(iii) Step 3: Subtract (a) the aggregate Fair Market Value of the US Holdco Stock held by the Optionee on the US Holdco Stock Contribution Date from (b) the amount resulting from Step 2.

(iv) Step 4: Divide the amount resulting from Step 3 by the value of one Investor Interest as of the US Holdco Stock Contribution Date, which result shall be the number of Additional Investor Interests issued to the Optionee pursuant to this Section 3(e).

If the Optionee is issued Additional Investor Interests pursuant to this Section 3(e), the Company shall pay to the Optionee an amount in cash such that after payment by the Optionee of all taxes relating to the issuance of the Additional Investor Interests and the cash payment, the Optionee retains an amount equal to the amount of such taxes imposed as a result of the issuance (the “Gross-Up Payment”). The Gross-Up Payment shall be paid by the Company to the Optionee as soon as practicable but not later than the end of the year following the year in which the applicable taxes are required to be remitted to the relevant taxing authority. For the avoidance of doubt, this Section 3(e) applies regardless of the Optionee’s continued employment with the Company.

4. Vesting. The New Options shall be fully vested at all times following the Closing Date.

5. Method of Exercise.

(a) Notice of Exercise. The New Options shall be exercised when written notice of such exercise in substantially the form attached hereto as Appendix B or Appendix C, as applicable, or such other form as the Committee may require from time to time (the “Exercise

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Notice”), signed by the person entitled to exercise the New Options, has been delivered to the Applicable Entity. The Exercise Notice shall state that the Optionee is electing to exercise New Options, shall specify the number of shares of US Holdco Stock or Investor Interests purchasable under the New Options which such person then wishes to purchase (the “Purchased Shares”) and shall be accompanied by the items described in Section 5(b). Delivery of the Exercise Notice shall constitute an irrevocable election to purchase the shares of US Holdco Stock or Investor Interests specified in the Exercise Notice and the date on which the Applicable Entity receives said notice and documentation shall, subject to the provisions of Section 6, be the date as of which the Purchased Shares shall be deemed to have been issued (the “Exercise Date”).

(b) Deliveries. The Exercise Notice shall be accompanied by (i) payment of the full Option Price for the Purchased Shares, in respect of which the New Option is being exercised, such payment to be made by delivery to the Applicable Entity of (A) a certified or bank check payable to the order of the Applicable Entity or (B) cash by wire transfer or other immediately available funds to an account designated by the Applicable Entity; provided, however, that, at the election of the Optionee, payment of the aggregate Option Price may instead be made, in whole or in part, by (x) delivery to the Applicable Entity of a certificate or certificates representing shares of US Holdco Stock or Investor Interests, as applicable, having a Fair Market Value equal to the aggregate Option Price in respect of the Purchased Shares, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Applicable Entity good and valid title to such shares of US Holdco Stock or Investor Interests, as applicable, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares of US Holdco Stock or Investor Interests to be valued at the aggregate Fair Market Value thereof on the Exercise Date), or (y) by a reduction in the number of Purchased Shares to be issued upon such exercise by that number of shares of US Holdco Stock or Investor Interests, as applicable, having a Fair Market Value on the Exercise Date equal to the aggregate Option Price in respect of the Purchased Shares) and (ii) subject to Section 13 hereof, any withholding taxes that may be due as a result of the exercise of the New Option.

(c) Issuance of Shares. Upon receipt of the Exercise Notice, the Applicable Entity shall take such action as may be necessary under applicable law to effect the issuance to the Optionee of the Purchased Shares.

(d) Exercise by Optionee During Optionee’s Lifetime. During the Optionee’s lifetime, the New Options shall be exercisable only by the Optionee or, in the case of Parent Options, a permitted transferee under the Shareholders Agreement. In the event of the Optionee’s death, New Options shall be exercisable by the Optionee’s executor or administrator, or the person or persons to whom the Optionee’s rights under this Rollover Agreement shall pass by will or by the laws of descent and distribution as the case may be, or, in the case of Parent Options, any permitted transferee under the Shareholders Agreement (and the term “Optionee” shall be deemed to include such person or persons). Any such executor or administrator, or other the person or persons shall have all of the rights and the obligations of the Optionee herein.

6. Rights as a Shareholder. The Optionee shall not be deemed for any purpose to be the owner of any Investor Interests issued pursuant to the exercise of a Parent Option, or pursuant to an issuance of Investor Interests pursuant to Section 3 hereof, unless and until (i) the Optionee shall have paid any withholding taxes due and (ii) Parent shall have issued Investor

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Interests to the Optionee. The Optionee may not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any Investor Interests (except pursuant to Section 7 hereof). Any attempted sale, transfer, assignment, exchange, pledge or other disposition of Investor Interests (other than as set forth in Section 7) will be void.

7. Contribution of Investor Interests. The Optionee hereby agrees to, immediately following the receipt of Investor Interests, acquired either in settlement of Parent Options or pursuant to Sections 3(d) and (e) hereof, contribute such Investor Interests to Anvil MIV LLC (the “MIV”) in exchange for an equivalent number of units in the MIV. Such contribution shall be effected pursuant to the terms of a contribution agreement in a form to be provided by the MIV.

8. Adjustments.

(a) In the event that the Board shall determine that the outstanding Investor Interests are affected by any (i) subdivision or consolidation of shares, (ii) recapitalization or other capital adjustment of Parent, or (iii) spin-offs of assets or other extraordinary dividends, merger, consolidation or reorganization of Parent or other rights to purchase Investor Interests or other securities of Parent, or other similar corporate transaction or event, such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the applicable Plan, then the Board shall, in such manner as it may deem necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made under the applicable Plan, adjust any or all of (x) the number and type of securities subject to the unexercised portion of the Parent Options, and (y) the grant, purchase, or exercise price with respect to any Parent Option or, if deemed appropriate, make provision for a cash payment to the Optionee. Any adjustments made hereunder will be structured in a matter that is intended not to (A) have any disproportionately adverse impact on the Optionee, (B) result in immediate taxation to the Optionee or (C) result in adverse tax consequences under Section 409A or Section 457A.

(b) In addition to the rights set forth in Section 8(a), upon a Change of Control, the Board may, in its sole discretion, take any one or more of the following actions, as to outstanding Parent Options: (i) provide that such Parent Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation or entity (or to the extent the Parent’s shareholders receive capital stock of an affiliate thereof in the transaction, by such affiliate), (ii) upon written notice to the Optionee, provide that all unexercised Parent Options will terminate immediately prior to the consummation of such transaction unless exercised by the Optionee within a specified period following the date of such notice and prior to the consummation of such event or transaction (which period shall not be less than fifteen (15) days), or (iii) in the event of a merger or consolidation under the terms of which holders of Investor Interests will receive upon consummation thereof a cash payment for each Investor Interest surrendered in the merger or consolidation (the “Merger Price”), make or provide for a cash payment to the Optionee equal to the difference between (A) the Merger Price times the number of Investor Interests subject to such outstanding Parent Options (to the extent then exercisable at prices not equal to or in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding Parent Options, in exchange for the termination of such Parent Options.

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9. Termination of Employment. The treatment of the New Options upon the Optionee’s termination of employment with the Company shall be the same as set forth in the Original Option Agreement. Notwithstanding the foregoing, if the Optionee’s employment terminates at a time when Net Settlement (as defined below) would not be permitted, the New Options shall remain outstanding and exercisable (other than upon a termination which would have required forfeiture on the date of termination pursuant to the Original Option Agreement) until the earlier of (i) 90 days following the date on which the Applicable Entity gives the Optionee notice that Net Settlement is permitted or (ii) the expiration of the term of such New Option (without giving effect to any earlier expiration of the Parent Option due to the termination of employment).

10. Certain Definitions.

(a) “Change of Control” means (i) the direct or indirect sale, transfer or conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of Parent and its subsidiaries (taken as a whole) to any Person (or group of Persons acting in concert); (ii) the consummation of any transaction or related series of transactions (including any merger, share purchase, recapitalization, redemption, issuance of capital stock, consolidation or consolidation) the result of which is that any Person (or group of Persons acting in concert) becomes beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 or any successor provision) of a majority of the economic interest in Parent; or (iii) any event which results in (A) the Permira Funds ceasing to have the ability to elect a majority of the members of the Board or (B) the shareholders of Parent immediately before such transaction or series of related transactions owning (together with their affiliates) securities representing 50% or less of the combined voting power of the outstanding voting securities of the entity surviving or resulting from such transaction or series of related transactions.

(b) “Fair Market Value” shall mean, as of any date: (i) if the Investor Interests or shares of US Holdco Stock, as applicable, are not listed on a nationally recognized stock exchange, the value of such Investor Interests or shares of US Holdco Stock on that date, as determined by the applicable Committee in its good faith discretion, (in respect of (x) Investor Interests, subject to the appraisal rights of the Optionee under the Shareholders Agreement and (y) shares of US Holdco Stock, subject to the Optionee’s right to request valuation by a third party appraiser, the cost of which shall be borne by US Holdco, in which case the determination made by such third party appraiser will govern), or (ii) if the Investor Interests or shares of US Holdco Stock, as applicable, listed or admitted to unlisted trading privileges on a nationally recognized stock exchange, the closing price of the Investor Interests or shares of US Holdco Stock as reported on the principal nationally recognized stock exchange on which the Investor Interests or shares of US Holdco Stock traded on such date, or if no unit prices are reported on such date, the closing price of the Investor Interests or shares of US Holdco Stock on the next preceding date on which there were reported Investor Interests or shares of US Holdco Stock prices.

(c) “Investor Interest” shall mean an interest in Parent consisting of one Ordinary Share and one share of each class of Class A Shares (as each such term is defined in the Shareholders Agreement), in each case to the extent that shares of such class remain outstanding.

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(d) “Permira Funds” means funds advised by Permira Advisers L.L.C. that are investing in Parent at the Closing.

(e) “Person” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organization.

(f) “Shareholders Agreement” means the Shareholders Agreement entered into as of the Closing Date between Parent and certain other parties thereto providing terms applicable to Investor Interests of Parent.

11. Representations and Warranties.

(a) The Optionee hereby represents and warrants as follows:

(i) The Optionee has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Rollover Agreement. This Rollover Agreement has been duly executed and delivered by the Optionee and this Rollover Agreement constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(ii) The execution, delivery and performance of this Rollover Agreement by the Optionee do not and will not (i) require the Optionee to obtain any consents, registrations, approvals, permits or authorizations from any domestic or foreign governmental or regulatory authority, agency, commission body, court or other legislative, executive or judiciary government entity or (ii) constitute or result in a breach or violation of, or a default under, or result in the creation of a lien on any of the Optionee’s property pursuant to (A) any bond, debenture, note or other evidence of indebtedness or any indenture or other material agreement to which the Optionee is a party or by which the Optionee is bound or to which any of the Optionee’s property may be subject or (B) any law affecting the Optionee.

(iii) Immediately prior to the Closing, the Optionee will be the record and beneficial owner of the Rollover Options, free and clear or any liens.

(iv) The Optionee has not granted and is not a party to any proxy, voting trust or other agreement which conflicts with any provision of this Rollover Agreement, and the Optionee shall not grant any proxy or become party to any voting trust or other agreement which conflicts with any provision of this Rollover Agreement.

(v) The Optionee is acquiring the New Options for his or her own account, for investment and not with a view to the sale or distribution thereof, nor with any present intention of distributing or selling the same. The Optionee acknowledges that (i) the New Options have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Purchased Shares will not be registered under the Securities Act, and, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority,

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(ii) there is not now and there may never be any public market for the New Options or the Purchased Shares acquired pursuant to exercise of a New Option and (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any New Options or Purchased Shares acquired pursuant to exercise of New Options.

(vi) The Optionee is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(vii) The Optionee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the New Options and has had full access to such other information concerning the Applicable Entity and its subsidiaries as it has requested. The Optionee’s knowledge and experience in financial and business matters is such that it is capable of evaluating the merits and risk of the investment in the New Options. The Optionee has carefully reviewed the terms and provisions of this Rollover Agreement and has evaluated the restrictions and obligations contained herein and therein. In furtherance of the foregoing, the Optionee represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of Parent, US Holdco, Merger Sub or any of their subsidiaries or as to the desirability or value of an investment in the Applicable Entity has been made to the Optionee by or on behalf of Parent, US Holdco, Merger Sub or any of their subsidiaries, (ii) the Optionee has relied upon its own independent appraisal and investigation, and the advice of its own counsel, tax advisors and other advisors, regarding the risks of an investment in Parent and US Holdco and (iii) the Optionee will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Applicable Entity.

(viii) The Optionee’s financial situation is such that the Optionee can afford to bear the economic risk of holding the New Options and, if acquired following exercise of the New Options, the Purchased Shares for an indefinite period and the Optionee can afford to suffer the complete loss of its investment in the New Options.

(ix) The Optionee is not subscribing for the New Options as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person or entity not previously known to Optionee in connection with investments in securities generally.

12. Covenants.

(a) The Optionee shall not directly or indirectly exercise, sell, transfer, pledge, assign, hypothecate, gift, place in trust or otherwise dispose of any Rollover Options (or any interest therein, including by entering into any agreement, understanding or arrangement, whether or not in writing, to effect any of the foregoing) between the date hereof and the Closing or, if earlier, until termination of this Rollover Agreement in accordance with its terms.

(b) The Optionee shall not enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with the Optionee’s representations, warranties, covenants and obligations under this Rollover

9

Agreement, or take any action that would reasonably be expected to restrict or otherwise affect the Optionee’s power, authority and right to comply with and perform his covenants and obligations under this Rollover Agreement.

13. Withholding. Except as set forth below, whenever Investor Interests are to be issued upon exercise of a Parent Option, Parent shall have the right to require the Optionee to remit to Parent cash sufficient to satisfy all federal, state and local withholding tax requirements prior to issuance of the Investor Interests and the delivery of any certificate or certificates for such Investor Interests. Notwithstanding the foregoing, if a Parent Option is exercised at a time when the ratio of debt of Parent and its subsidiaries to trailing 12-month EBITDA is less than 4.5:1, the Optionee may satisfy such tax withholding obligation by surrendering to Parent at the time of exercise Investor Interests (including Purchased Shares), having a Fair Market Value on the date of exercise equal to the withholding tax obligations (“Net Settlement”). The Optionee agrees to indemnify Parent against any national, federal, state and local withholding taxes for which Parent may be liable in connection with the Optionee’s acquisition, ownership or disposition of any Investor Interests.

14. Counterparts. This Agreement may be executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

15. Amendments and Waivers. This Agreement may not be modified or amended, and no provision of this Rollover Agreement may be waived, except by a written instrument signed by Parent, US Holdco, the Company and the Optionee. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach of the same or similar nature.

16. Specific Performance. The Optionee acknowledges and agrees that a breach of this Rollover Agreement by the Optionee would cause irreparable damage to the Applicable Entity and that the Applicable Entity would not have an adequate remedy at law. Accordingly, the obligations of the Optionee under this Rollover Agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith.

17. Third Party Beneficiary. The Company shall be, and is intended to be, a third party beneficiary of the rights of each Applicable Entity under this Rollover Agreement. The Company shall be entitled to an injunction, specific performance and other equitable remedies to enforce this Rollover Agreement. Subject to the terms and conditions of this Rollover Agreement, the Company shall have the right to enforce this Rollover Agreement directly against the Optionee irrespective of whether either Applicable Entity pursues such injunction, specific performance or other equitable remedies.

18. Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each of the parties hereto. For the avoidance of doubt, this Rollover Agreement shall be binding upon the representatives, heirs and estate of the Optionee in the event of the death or incapacity of the Optionee. Any assignment by a party

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hereto requires consent of the other parties hereto, except that each Applicable Entity may assign its rights and obligations hereunder to an Affiliate; provided that no such assignment shall relieve either Applicable Entity of its obligations hereunder.

19. Termination. This Rollover Agreement shall terminate (a) upon mutual written consent of Parent, US Holdco, the Company and the Optionee, (b) automatically without any further action of the parties hereto if, at any time prior to the Closing, the Merger Agreement shall have been terminated in accordance with its terms or (c) upon the termination of the Optionee’s employment by the Company without Cause (as defined in any applicable employment agreement between the Optionee and the Company, US Holdco or Parent) or by the Optionee for Good Reason (as defined in any applicable employment agreement between the Optionee and the Company, US Holdco or Parent) prior to the Closing. Upon any such termination, the rights and obligations of the parties shall terminate and there shall be no liability on the part of either Applicable Entity, or the Optionee under this Rollover Agreement; provided, that no such termination of this Rollover Agreement shall relieve any party from liability for any willful breach of this Rollover Agreement.

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IN WITNESS WHEREOF, the parties have executed and delivered this Rollover Agreement as of the date(s) set forth below.

GLOBAL GENERATIONS INTERNATIONAL INC.
By:	/s/ Brian Ruder
Name:	Brian Ruder
Title:	President, Chief Executive Officer, and Secretary

[Signature Page to Option Rollover Agreement - Sullivan]

ANCELUX TOPCO S.C.A.
By:	/s/ Séverine Michel
Name:	acting by Ancelnx S.à.r.l., its Manager
Title:	represented by Séverine Michel, Manager

[Signature Page to Option Rollover Agreement - Sullivan]

/s/ Timothy Sullivan

Timothy Sullivan

Date

[Signature Page to Option Rollover Agreement - Sullivan]

CONSENT OF SPOUSE

The undersigned spouse of the Optionee has read and hereby approves the terms and conditions of this Rollover Agreement. In consideration of the Company’s granting his or her spouse the right to purchase shares of US Holdco Stock and/or Investor Interests as set forth in this Rollover Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plans and this Rollover Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned’s spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plans or this Rollover Agreement.

/s/ Jane Sullivan

Spouse of the Optionee

    ¨ Not applicable.

[Spousal Consent to Option Rollover Agreement - Sullivan]

APPENDIX A

Name of Optionee: Timothy Sullivan

I. Rollover Options

Date of Grant	Type of Grant	Applicable Plan	Option Shares		Option Price
11/15/2005	NSO	2004 Plan		1,361,840	$	4.60
3/27/2008	ISO	2008 Plan		7,804	$	5.40

II. New Options

Date of Grant	Type of Grant	Applicable Plan	Shares/Investor Interests Subject to New Option		Option Price		Applicable Entity
11/15/2005	NSO	2004 Plan		281,172	$	22.28	Parent
3/27/2008	ISO	2008 Plan		95	$	442.51	US Holdco

[Appendix A to Option Rollover Agreement]

APPENDIX B

GLOBAL GENERATIONS INTERNATIONAL, INC.

NOTICE OF OPTION EXERCISE

Subject to the terms and conditions hereof, the undersigned (the “Purchaser”) hereby elects to exercise his or her option to purchase                  shares of common stock (the “Shares”) of Global Generations International, Inc., a Delaware corporation (the “Company”), under the:

MyFamily.com Inc. 2004 Executive Stock Plan,

Generations Holdings Inc. 2008 Stock Purchase and Option Plan

Ancestry.com Inc. 2009 Stock Incentive Plan

(circle one of the above) (the “Plan”) and the Rollover Stock Option Agreement dated as of December 28, 2012 (the “Rollover Option Agreement”).

The purchase price for the Shares shall be $         per Share for a total purchase price of $         (subject to applicable withholding taxes). The Purchaser tenders herewith payment of the full exercise price in the form of cash, by check or by wire transfer or, if permitted under the Rollover Option Agreement, (i) by delivery to the Company of certificate no(s).                 , representing              Shares, having a Fair Market Value of $         , together with a duly executed stock power or (ii) by reducing the number of Shares to be issued to him hereby by that number of Shares having an aggregate Fair Market Value on the date hereof equal to the aggregate purchase price of the Shares. The term “Shares” refers to the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.

In connection with the purchase of Shares, Purchaser represents and covenants the following:

1. Knowledge. The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to purchase the Shares. The Purchaser is relying on his or her own business judgment and knowledge and the advice of his or her own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, in making the decision to purchase the Shares. The Purchaser, either alone or with his or her advisors, has sufficient knowledge and experience in business and financial matters to evaluate the merits and risks of the purchase of the Shares and has the capacity to protect his or her own interests in connection with such purchase. In furtherance of the foregoing, the Purchaser represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company Group or as to

the desirability or value of an investment in the Company has been made to the Purchaser by or on behalf of the Company Group, and (ii) the Purchaser will continue to bear sole responsibility for making his or her own independent evaluation and monitoring of the risks of his or her investment in the Company.

2. Investment Intent. The Purchaser is purchasing the Shares for investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable provision of state securities laws. The Purchaser does not have any present intention to transfer the Shares to any person or entity.

3. Securities Laws; Transfer Restrictions. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless (i) they are subsequently registered under the Securities Act or any applicable provision of state securities laws or (ii) an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares. In addition, the Purchaser acknowledges and understands that there are substantial restrictions on the transferability of the Shares under the Rollover Option Agreement. The Purchaser understands that the certificate or certificates evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares except in compliance with the Securities Act or applicable state securities laws and except in accordance with the provisions of the Rollover Option Agreement, and that the Company will retain physical possession of the Shares.

4. Contributions. The Purchaser acknowledges and affirms the obligations set forth in Sections 3(d) and (e) and Section 7 of the Rollover Option Agreement.

5. Tax. The Purchaser understands that he or she may suffer adverse tax consequences as a result of his or her purchase or disposition of the Shares. The Purchaser represents that he or she has consulted any tax consultants he or she deems advisable in connection with the purchase or disposition of the Shares and that he or she is not relying on the Company for any tax advice. Purchaser understands that, prior to the issuance of any Shares, Purchaser will have to make satisfactory arrangements with the Company to satisfy any withholding requirements applicable to the exercise of the option.

6. Speculative Investment. The Purchaser understands that an investment in the Shares is a speculative investment which involves a high degree of risk of loss of the Purchaser’s investment therein. The Purchaser is able to bear the economic risk of such investment for an indefinite period of time, including the risk of a complete loss of the Purchaser’s investment in such securities.

7. Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of,

including any sale pursuant to Rule 144 under the Securities Act, the Shares, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Shares or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to.

Please issue a certificate or certificates for such Shares in the name of:

Name:

Address:

Social Security or Tax I.D. Number:

Signature                    

Dated             , 20    

APPENDIX C

ANCELUX TOPCO S.C.A.

NOTICE OF OPTION EXERCISE

Subject to the terms and conditions hereof, the undersigned (the “Purchaser”) hereby elects to exercise his or her option to purchase                  investor interests (the “Investor Interests”) of Ancelux Topco S.C.A., a société en commandite par actions, organized and existing under the laws of the Grand Duchy of Luxembourg (the “Company”), under the:

MyFamily.com Inc. 2004 Executive Stock Plan,

Generations Holdings Inc. 2008 Stock Purchase and Option Plan

Ancestry.com Inc. 2009 Stock Incentive Plan

(circle one of the above) (the “Plan”) and the Rollover Stock Option Agreement dated as of December 28, 2012 (the “Rollover Option Agreement”).

The purchase price for the Investor Interests shall be $         per Investor Interest for a total purchase price of $         (subject to applicable withholding taxes). The Purchaser tenders herewith payment of the full exercise price in the form of cash, by check or by wire transfer or, if permitted under the Rollover Option Agreement, (i) by delivery to the Company of certificate no(s).                 , representing                  Investor Interests, having a Fair Market Value of $         , together with a duly executed stock power or (ii) by reducing the number of Investor Interests to be issued to him hereby by that number of Investor Interests having an aggregate Fair Market Value on the date hereof equal to the aggregate purchase price of the Investor Interests. The term “Investor Interests” refers to the purchased Investor Interests and all securities received in replacement of the Investor Interests or as stock dividends or splits, all securities received in replacement of the Investor Interests in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Investor Interests.

In connection with the purchase of Investor Interests, Purchaser represents and covenants the following:

1. Knowledge. The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to purchase the Investor Interests. The Purchaser is relying on his or her own business judgment and knowledge and the advice of his or her own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, in making the decision to purchase the Investor Interests. The Purchaser, either alone or with his or her advisors, has sufficient knowledge and experience in business and financial matters to evaluate the merits and risks of the purchase of the Investor Interests and has the capacity to protect his or her own interests in connection with such purchase. In furtherance of the

foregoing, the Purchaser represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company Group or as to the desirability or value of an investment in the Company has been made to the Purchaser by or on behalf of the Company Group, and (ii) the Purchaser will continue to bear sole responsibility for making his or her own independent evaluation and monitoring of the risks of his or her investment in the Company.

2. Investment Intent. The Purchaser is purchasing the Investor Interests for investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable provision of state securities laws. The Purchaser does not have any present intention to transfer the Investor Interests to any person or entity.

3. Securities Laws; Transfer Restrictions. The Purchaser understands that the Investor Interests have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser acknowledges and understands that the Investor Interests must be held indefinitely unless (i) they are subsequently registered under the Securities Act or any applicable provision of state securities laws or (ii) an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Investor Interests. In addition, the Purchaser acknowledges and understands that there are substantial restrictions on the transferability of the Investor Interests under the Shareholders Agreement, dated as of December 28, 2012 (the “Shareholders Agreement”), which the Purchaser will become a party to as a condition to the purchase of the Investor Interests. The Purchaser understands that the certificate or certificates evidencing the Investor Interests will be imprinted with a legend which prohibits the transfer of the Investor Interests except in compliance with the Securities Act or applicable state securities laws and except in accordance with the provisions of the Shareholders Agreement, and that the Company will retain physical possession of the Investor Interests as provided in the Shareholders Agreement.

4. Contributions. The Purchaser acknowledges and affirms the obligations set forth in Section 7 of the Rollover Option Agreement.

5. Tax. The Purchaser understands that he or she may suffer adverse tax consequences as a result of his or her purchase or disposition of the Investor Interests. The Purchaser represents that he or she has consulted any tax consultants he or she deems advisable in connection with the purchase or disposition of the Investor Interests and that he or she is not relying on the Company for any tax advice. Purchaser understands that, prior to the issuance of any Investor Interests, Purchaser will have to make satisfactory arrangements with the Company to satisfy any withholding requirements applicable to the exercise of the option.

6. Speculative Investment. The Purchaser understands that an investment in the Investor Interests is a speculative investment which involves a high degree of risk of loss of the Purchaser’s investment therein. The Purchaser is able to bear the economic risk of such investment for an indefinite period of time, including the risk of a complete loss of the Purchaser’s investment in such securities.

7. Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, the Investor Interests, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Investor Interests or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to.

Please issue a certificate or certificates for such Investor Interests in the name of:

Name:

Address:

Social Security or Tax I.D. Number:

Signature                    

Dated             , 20    

EMPLOYEE FORM

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of March 27, 2008, between Generations Holding, Inc., a Delaware corporation (the “Company”), and Tim Sullivan (“Employee”).

The Company and Employee desire to enter into this Agreement whereby the Company will grant Employee the options specified herein to acquire certain shares of the Company’s Common Stock. Defined terms used in this Agreement without definition will have the meanings ascribed thereto in the Company’s 2008 Stock Purchase and Option Plan (the “Plan”), a copy of which is attached hereto as Exhibit A. In the event a provision of this Agreement is inconsistent or conflicts with the provisions of the Plan, the provisions of the Plan will govern and prevail.

The parties hereto agree as follows:

1. Plan Acknowledgment. Each of the undersigned agree that this Agreement has been executed and delivered, and the stock options have been granted hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Employee and, except as otherwise specified herein, pursuant to each of the terms and conditions of the Plan.

2. Option.

(a) Option Grant. The Company hereby grants to Employee, pursuant to the Plan, an option (the “Option”) to purchase up to 750,000 shares of Common Stock, at an exercise price per share of $2.70 (the “Option Price”). The Option Price and the number of Option Shares issuable upon exercise of the Option will be equitably adjusted for any share split, share dividend, reclassification or recapitalization of the Common Stock which occurs subsequent to the date of this Agreement. The Option will expire on the close of business on the tenth anniversary of the date of this Agreement, subject to earlier expiration in connection with the termination of Employee’s employment with the Company or any of its Subsidiaries, as provided in Section 2(c) below. The Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code.

(b) Exercisability. On each date set forth below, the Option described in Section 2(a) above will have vested and become exercisable with respect to the cumulative percentage of Option Shares set forth opposite such date if Employee is, and has continuously been, employed by the Company or any of its Subsidiaries from the date of this Agreement through such date. For purpose of this Agreement, “Vesting Commencement Date” means January 1, 2008.

Date	Cumulative Percentage of Option Shares Vested
First Anniversary of Vesting Commencement Date		25	%
Second Anniversary of Vesting Commencement Date		50	%
Third Anniversary of Vesting Commencement Date		75	%
Fourth Anniversary of Vesting Commencement Date		100	%

; provided that if Employee’s Employment Termination Date occurs at any time after the first anniversary of the Vesting Commencement Date and prior to the fourth anniversary of the Vesting Commencement Date, the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of calendar months elapsed since the prior annual vesting date.

(c) Early Expiration of Option. Notwithstanding any provision herein to the contrary, any portion of the Option granted hereunder that has not vested and become exercisable prior to the Employment Termination Date will expire on the Employment Termination Date and may not be exercised under any circumstance. Any portion of the Option granted hereunder which has vested and become exercisable prior to the Employment Termination Date will expire on the earlier to occur of (i) ninety (90) days after the Employment Termination Date and (ii) the close of business on the tenth anniversary of the date of this Agreement.

(d) Procedure for Exercise. At any time after all or any portion of the Options granted hereunder have become exercisable with respect to any Option Shares and prior to the close of business on the tenth anniversary of the date of this Agreement, Employee may exercise all or any portion of the Option granted hereunder with respect to Option Shares vested pursuant to Section 2(b) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Employee has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Employee regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the option exercise price, (iii) an executed consent from Employee’s spouse (if any) in the form of Exhibit 1 attached to the Plan and (iv) executed joinders to that certain Stockholders Agreement, dated as of December 5, 2007, by and among the Company and its stockholders and that certain Registration Rights Agreement, dated as of December 5, 2007, by and among the Company and its stockholders. As a condition to any exercise of the Option, Employee will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Employee to make an informed investment decision. If, at any time subsequent to the date Employee exercises any portion of the Option granted hereunder and prior to the occurrence of a Termination Event, Employee becomes legally married (whether in the first instance or to a different spouse), Employee shall cause Employee’s spouse to execute and deliver to the Company a consent in the form of Exhibit 1 attached to the Plan. Employee’s failure to deliver the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Employee would otherwise be required to deliver such consent shall constitute Employee’s continuing representation and warranty that Employee is not legally married as of such date.

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(e) Securities Laws Restrictions. Employee represents that when Employee exercises any portion of the Option he or she will be purchasing the Option Shares represented thereby for Employee’s own account and not on behalf of others. Employee understands and acknowledges that federal, state and foreign securities laws govern and restrict Employee’s right to offer, sell or otherwise dispose of any Option Shares unless Employee’s offer, sale or other disposition thereof is registered under the Securities Act and federal, state and foreign securities laws or, in the opinion of the Company’s counsel, such offer, sale or other disposition is exempt from registration thereunder. Employee agrees that he or she will not offer, sell or otherwise dispose of any Option Shares in any manner which would: (i) require the Company to file any registration statement (or similar filing under applicable securities law) with the Securities and Exchange Commission or to amend or supplement any such filing or (ii) violate or cause the Company to violate the Securities Act, the rules and regulations promulgated thereunder or any other applicable securities law. Employee further understands that the certificates for any Option Shares which Employee purchases will bear the legend set forth in the Plan or such other legends as the Company deems necessary or desirable in connection with the Securities Act or other rules, regulations or laws.

(f) Limited Transferability of the Option. The Option granted hereunder is personal to Employee and is not transferable by Employee except pursuant to the laws of descent or distribution and pursuant to the Plan. Only Employee or his or her legal guardian or representative may exercise the Option granted hereunder.

(g) Section 83(b) Election. Within thirty (30) days after Employee has exercised any portion of the Option, in the event Employee is subject to United States federal income tax, Employee may make an effective election with the Internal Revenue Service under Section 83(b) of the Code relative to the Option Shares received by Employee pursuant to the exercise of such portion of the Option.

3. Employee’s Representations. Employee hereby represents and warrants to the Company as follows:

(a) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he or she is bound;

(b) except as disclosed to the Company in writing, Employee is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity (other than the Company or any of its Affiliates);

(c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms; and

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(d) Employee has consulted with (or has had an opportunity to consult with) independent legal counsel regarding his or her rights and obligations under this Agreement (including, without limitation, the Plan) and that he or she fully understands the terms and conditions contained herein and therein,

4. Notices. Any notices required or permitted under this Agreement or the Plan will be delivered in accordance with the requirements of the Plan.

5. Third Party Beneficiaries; Successors and Assigns. The parties hereto acknowledge and agree that the Investors are third party beneficiaries of this Agreement and the Plan. Except as otherwise provided herein, this Agreement and the Plan shall bind and inure to the benefit of and be enforceable by Employee, the Company, the Investors and their respective heirs, successors and assigns (including subsequent holders of Employee Shares); provided that the rights and obligations of Employee under this Agreement and the Plan shall not be assignable except in connection with a permitted transfer of Employee Shares in accordance with the Plan.

6. Complete Agreement. This Agreement and the Plan and the other documents referred to herein and therein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

7. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

8. Counterparts. This Agreement may be executed in separate counterparts, each of which may be delivered via facsimile and is deemed to be an original, and all of which taken together constitute one and the same agreement.

9. Governing Law. This Agreement will be subject to the Governing Law provisions of the Plan as if fully set forth in this Agreement.

10. Remedies. Each of the parties to this Agreement will be entitled to any of the remedies specified in the Plan.

11. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Board and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

12. Tax Treatment. Neither party makes any representations or warranties to the other party with respect to the tax treatment of the transactions contemplated hereby.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GENERATIONS HOLDING, INC.
By:	/s/ Vic Parker
	Vic Parker
	Chairman
EMPLOYEE:
/s/ Tim Sullivan
Tim Sullivan

Generations Holding, Inc.

Signature Page to Stock Option Agreement re «First_Name» «Last_Name»

EXHIBIT A

2008 Stock Purchase and Option Plan

MYFAMILY.COM, INC.

2004 STOCK PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the 2004 Stock Plan shall have the same defined meanings in this Stock Option Agreement.

I. NOTICE OF STOCK OPTION GRANT

Tim Sullivan

The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant	November 15, 2005
Vesting Commencement Date	September 19, 2005
Exercise Price per Share	$2.30
Total Number of Shares Granted	4,000,000
Total Exercise Price	$9,200,000.00
Type of Option:	X Incentive Stock Option
	Nonstatutory Stock Option
Term/Expiration Date:	November 15, 2015

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

Twenty-five percent (25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date, in each case subject to Optionee continuing to be a Service Provider through each such date.

Termination Period:

This Option shall be exercisable for three (3) months after Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability, this Option may be exercised for one (1) year after Optionee ceases to be a Service Provider. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.

II. AGREEMENT

1. Grant of Option. The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 15(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”).

2. Exercise of Option.

(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

3. Optionee’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time this Option is exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

4. Lock-Up Period. Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences

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of ownership of any Common Stock (or other securities) of the Company held by Optionee (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act.

Optionee agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section shall not apply to a registration relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section.

5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a) cash or check;

(b) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or

(c) surrender of other Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly, have been owned by the Optionee, and not subject to a substantial risk of forfeiture, for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.

7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

8. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

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9. Tax Obligations.

(a) Withholding Taxes. Optionee agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

10. Entire Agreement: Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws but not the choice of law rules of Delaware.

11. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and folly understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

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OPTIONEE	MYFAMILY.COM, INC.
/s/ Tim Sullivan	/s/ David Rinn
Signature	By David Rinn CFO
Tim Sullivan

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EX-10.22

Exhibit 10.22

Execution Version

AMENDED AND RESTATED

EMPLOYEE ROLLOVER STOCK OPTION AGREEMENT

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”).

WHEREAS, the Optionee holds one or more options to purchase shares of common stock of Ancestry.com Inc., a Delaware corporation (the “Company”) pursuant to one or more of the MyFamily.com Inc. 2004 Executive Stock Option Plan (the “2004 Plan”), the Generations Holdings Inc. 2008 Stock Purchase and Option Plan (the “2008 Plan”) and the Ancestry.com Inc. 2009 Stock Incentive Plan (the “2009 Plan,” and, together with the 2004 Plan and the 2008 Plan, the “Plans”). Certain nonqualified stock options (“NSOs”) and incentive stock options (“ISOs”) held by the Optionee will continue in accordance with this Rollover Agreement upon and following the consummation of the transactions contemplated under the Merger Agreement (as defined below). Each such NSO and ISO is set forth under the column entitled “Option Shares” in Table I on Appendix A and is herein referred to as a “Rollover NSO” or “Rollover ISO”, respectively (and each a “Rollover Option”);

WHEREAS, 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 Parent, respectively;

WHEREAS, in connection with the Merger Agreement, US Holdco and the Optionee entered into the Employee Rollover Stock Option Agreement, dated October 21, 2012 (the “First Rollover Agreement”); and

WHEREAS, US Holdco and the Optionee now desire to amend and restate the First Rollover Agreement and Parent desires to become a party to this Rollover Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the undersigned parties hereto agree to the terms and conditions contained herein.

1. General.

(a) Exchange. In connection with the Merger, subject to the modifications and upon the terms and conditions set forth herein, the Rollover Option(s) shall be exchanged at the Closing (as defined in the Merger Agreement) as follows: (i) Rollover NSOs shall be exchanged for option(s) (“Parent Option(s)”) to purchase a number of Investor Interests in

Parent as set forth in Section 2(a) hereof and (ii) Rollover ISOs shall be exchanged for option(s) (“US Holdco Option(s)” and, together with the Parent Options, the “New Options”) to purchase a number of shares of common stock of US Holdco (“US Holdco Stock”) as set forth in Section 3(a) hereof.

(b) Assumption of Plans and Agreements.

(i) Each of the option agreement(s) pursuant to which the Rollover Option(s) were granted (the “Original Option Agreement(s)”), as modified by this Rollover Agreement, will be assumed by Parent or US Holdco, as applicable (the “Applicable Entity”) by action of the Applicable Entity’s board of directors (as applicable, the “Board”) as of the Closing Date (as defined in the Merger Agreement). In addition, (x) Parent shall assume each of the Plans and (y) US Holdco shall assume the 2008 Plan.

(ii) Upon and following the Closing, references to the “Company” in each of the Plans and the Original Option Agreement(s) shall be deemed to refer to the Applicable Entity. Obligations of the Company under the Original Option Agreement(s), as modified by this Rollover Agreement, will be assumed by the Applicable Entity at the Closing. Upon and following the Closing, any references to the “Committee” or “Administrator” in any of the Plans and the Original Option Agreement(s) shall be deemed to refer to the Compensation Committee of the Board of the Applicable Entity, or if no such committee has been appointed, to the Board. For the avoidance of doubt, each separately identified Rollover Option set forth on Appendix A is, and shall be treated for all purposes under this Rollover Agreement as, a separate Rollover Option, and this Rollover Agreement will be construed accordingly. Unless the context clearly requires otherwise, references hereinafter to the Rollover Option shall refer to each separate Rollover Option to purchase shares of common stock of the Company prior to the Closing Date. Capitalized terms in this Rollover Agreement that are not defined herein shall have the meanings stated in the applicable Plan.

(iii) The New Options shall remain subject to terms of the applicable Plan, a copy of which the Optionee has received. In addition, each Original Option Agreement, as modified by this Rollover Agreement, shall continue in effect and govern the terms of its respective New Option. In the case of any conflict between the provisions hereof and those of the applicable Plan, unless the context clearly requires otherwise, the provisions hereof shall be controlling.

2. NSO Exchange.

(a) Each Rollover NSO shall be exchanged for a Parent Option at Closing, upon the terms and conditions set forth herein, with respect to the number of Investor Interests and at such exercise prices determined as follows: (i) each such Rollover NSO will be converted into a Parent Option for that number of Investor Interests equal to the product of the number of shares of common stock of the Company that were subject to such Rollover NSO immediately prior to the Closing multiplied by the ratio of the “Merger Consideration” (as defined in the Merger Agreement) to the Investor Interest Value (such ratio, the “Parent Option Ratio”), with the result rounded down to the nearest whole number of Investor Interests and (ii) the per Investor Interest exercise price subject to such Parent Option will be equal to the quotient

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determined by dividing the exercise price per share at which such Rollover NSO was exercisable immediately prior to the Closing by the Parent Option Ratio, with the result rounded up to the nearest whole cent (the “Parent Option Price”). The “Investor Interest Value” shall mean the price per Investor Interest paid by the Permira Funds (as defined below) immediately prior to Closing (which shall be in excess of the Merger Consideration).

(b) As soon as reasonably practicable following the Closing Date, Table II of Appendix A will be completed to set forth the number of Parent Options based on the formula described in Section 2(a) above.

3. ISO Exchange and Terms Applicable to US Holdco Stock.

(a) ISO Exchange.

(i) Each Rollover ISO shall be exchanged for a US Holdco Option at Closing, upon the terms and conditions set forth herein, with respect to the number of shares of US Holdco Stock and at such exercise prices determined as follows: (x) each such Rollover ISO will be converted into a US Holdco Option for that number of whole shares of US Holdco Stock equal to the product of the number of shares of common stock of the Company that were subject to such Rollover ISO immediately prior to the Closing multiplied by the ratio of the “Merger Consideration” to the US Holdco Per Share Value (such ratio, the “US Holdco Option Ratio”), with the result rounded down to the nearest whole number of shares of US Holdco Stock and (y) the per share exercise price for the US Holdco Stock subject to such US Holdco Option will be equal to the quotient determined by dividing the exercise price per share of common stock at which such Rollover ISO was exercisable immediately prior to the Closing by the US Holdco Option Ratio, with the result rounded up to the nearest whole cent (the “US Holdco Option Price” and, together with the Parent Option Price, the “Option Price”). The “US Holdco Per Share Value” shall mean the price per share of US Holdco Stock immediately prior to Closing. The parties shall take such action as the Optionee may reasonably request in order to carry out the intent of the parties that the foregoing conversion complies with Section 424 of the Code.

(ii) As soon as reasonably practicable following the Closing Date, Table II of Appendix A will be completed to set forth the number of Rollover ISOs based on the formula described in Section 3(a)(i) above.

(b) US Holdco Option Exercise. The Optionee agrees to exercise the US Holdco Options within 30 days following the Closing Date in accordance with the provisions of Section 5 (the date of exercise, the “ISO Exercise Date”). Notwithstanding anything to the contrary, no right granted herein that was not prior hereto existing shall apply to any ISO to the extent such right would be deemed a modification of such ISO.

(c) Non-Transferability. The Optionee may not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any US Holdco Options or US Holdco Stock (except as set forth in Section 3(d)). Any attempted sale, transfer, assignment, exchange, pledge or other disposition of US Holdco Options or US Holdco Stock (other than as set forth in Section 3(d)) will be void.

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(d) US Holdco Stock Contribution. Immediately following the first anniversary of the ISO Exercise Date (such date, the “US Holdco Stock Contribution Date”), the Optionee agrees to contribute his shares of US Holdco Stock to Parent in exchange for a number of Investor Interests equal to the product of the number of shares of US Holdco Stock being contributed multiplied by the ratio of the Fair Market Value of one share of US Holdco Stock to the Fair Market Value of one Investor Interest, in each case on the US Holdco Stock Contribution Date (the “US Holdco Ratio”).

(e) Issuance of Additional Investor Interests. If the US Holdco Ratio is greater on the ISO Exercise Date than on the US Holdco Stock Contribution Date (i.e., if the value of US Holdco Stock represents a smaller proportion of the value of Parent on the US Holdco Stock Contribution Date than it did on the ISO Exercise Date), the Optionee shall be issued an additional number of Investor Interests, determined pursuant to the following formula (“Additional Investor Interests”):

(i) Step 1: Divide the US Holdco Ratio on the ISO Exercise Date by the US Holdco Ratio on the US Holdco Stock Contribution Date.

(ii) Step 2: Multiply the amount resulting from Step 1 by the aggregate Fair Market Value of the US Holdco Stock held by the Optionee on the US Holdco Stock Contribution Date.

(iii) Step 3: Subtract (a) the aggregate Fair Market Value of the US Holdco Stock held by the Optionee on the US Holdco Stock Contribution Date from (b) the amount resulting from Step 2.

(iv) Step 4: Divide the amount resulting from Step 3 by the value of one Investor Interest as of the US Holdco Stock Contribution Date, which result shall be the number of Additional Investor Interests issued to the Optionee pursuant to this Section 3(e).

If the Optionee is issued Additional Investor Interests pursuant to this Section 3(e), the Company shall pay to the Optionee an amount in cash such that after payment by the Optionee of all taxes relating to the issuance of the Additional Investor Interests and the cash payment, the Optionee retains an amount equal to the amount of such taxes imposed as a result of the issuance (the “Gross-Up Payment”). The Gross-Up Payment shall be paid by the Company to the Optionee as soon as practicable but not later than the end of the year following the year in which the applicable taxes are required to be remitted to the relevant taxing authority. For the avoidance of doubt, this Section 3(e) applies regardless of the Optionee’s continued employment with the Company.

4. Vesting. The New Options shall be fully vested at all times following the Closing Date.

5. Method of Exercise.

(a) Notice of Exercise. The New Options shall be exercised when written notice of such exercise in substantially the form attached hereto as Appendix B or Appendix C, as applicable, or such other form as the Committee may require from time to time (the “Exercise

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Notice”), signed by the person entitled to exercise the New Options, has been delivered to the Applicable Entity. The Exercise Notice shall state that the Optionee is electing to exercise New Options, shall specify the number of shares of US Holdco Stock or Investor Interests purchasable under the New Options which such person then wishes to purchase (the “Purchased Shares”) and shall be accompanied by the items described in Section 5(b). Delivery of the Exercise Notice shall constitute an irrevocable election to purchase the shares of US Holdco Stock or Investor Interests specified in the Exercise Notice and the date on which the Applicable Entity receives said notice and documentation shall, subject to the provisions of Section 6, be the date as of which the Purchased Shares shall be deemed to have been issued (the “Exercise Date”).

(b) Deliveries. The Exercise Notice shall be accompanied by (i) payment of the full Option Price for the Purchased Shares, in respect of which the New Option is being exercised, such payment to be made by delivery to the Applicable Entity of (A) a certified or bank check payable to the order of the Applicable Entity or (B) cash by wire transfer or other immediately available funds to an account designated by the Applicable Entity; provided, however, that, at the election of the Optionee, payment of the aggregate Option Price may instead be made, in whole or in part, by (x) delivery to the Applicable Entity of a certificate or certificates representing shares of US Holdco Stock or Investor Interests, as applicable, having a Fair Market Value equal to the aggregate Option Price in respect of the Purchased Shares, duly endorsed or accompanied by a duly executed stock power, which delivery effectively transfers to the Applicable Entity good and valid title to such shares of US Holdco Stock or Investor Interests, as applicable, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares of US Holdco Stock or Investor Interests to be valued at the aggregate Fair Market Value thereof on the Exercise Date), or (y) by a reduction in the number of Purchased Shares to be issued upon such exercise by that number of shares of US Holdco Stock or Investor Interests, as applicable, having a Fair Market Value on the Exercise Date equal to the aggregate Option Price in respect of the Purchased Shares) and (ii) subject to Section 13 hereof, any withholding taxes that may be due as a result of the exercise of the New Option.

(c) Issuance of Shares. Upon receipt of the Exercise Notice, the Applicable Entity shall take such action as may be necessary under applicable law to effect the issuance to the Optionee of the Purchased Shares.

(d) Exercise by Optionee During Optionee’s Lifetime. During the Optionee’s lifetime, the New Options shall be exercisable only by the Optionee or, in the case of Parent Options, a permitted transferee under the Shareholders Agreement. In the event of the Optionee’s death, New Options shall be exercisable by the Optionee’s executor or administrator, or the person or persons to whom the Optionee’s rights under this Rollover Agreement shall pass by will or by the laws of descent and distribution as the case may be, or, in the case of Parent Options, any permitted transferee under the Shareholders Agreement (and the term “Optionee” shall be deemed to include such person or persons). Any such executor or administrator, or other the person or persons shall have all of the rights and the obligations of the Optionee herein.

6. Rights as a Shareholder. The Optionee shall not be deemed for any purpose to be the owner of any Investor Interests issued pursuant to the exercise of a Parent Option, or pursuant to an issuance of Investor Interests pursuant to Section 3 hereof, unless and until (i) the Optionee shall have paid any withholding taxes due and (ii) Parent shall have issued Investor

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Interests to the Optionee. The Optionee may not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any Investor Interests (except pursuant to Section 7 hereof). Any attempted sale, transfer, assignment, exchange, pledge or other disposition of Investor Interests (other than as set forth in Section 7) will be void.

7. Contribution of Investor Interests. The Optionee hereby agrees to, immediately following the receipt of Investor Interests, acquired either in settlement of Parent Options or pursuant to Sections 3(d) and (e) hereof, contribute such Investor Interests to Anvil MIV LLC (the “MIV”) in exchange for an equivalent number of units in the MIV. Such contribution shall be effected pursuant to the terms of a contribution agreement in a form to be provided by the MIV.

8. Adjustments.

(a) In the event that the Board shall determine that the outstanding Investor Interests are affected by any (i) subdivision or consolidation of shares, (ii) recapitalization or other capital adjustment of Parent, or (iii) spin-offs of assets or other extraordinary dividends, merger, consolidation or reorganization of Parent or other rights to purchase Investor Interests or other securities of Parent, or other similar corporate transaction or event, such that an adjustment is determined by the Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the applicable Plan, then the Board shall, in such manner as it may deem necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made under the applicable Plan, adjust any or all of (x) the number and type of securities subject to the unexercised portion of the Parent Options, and (y) the grant, purchase, or exercise price with respect to any Parent Option or, if deemed appropriate, make provision for a cash payment to the Optionee. Any adjustments made hereunder will be structured in a matter that is intended not to (A) have any disproportionately adverse impact on the Optionee, (B) result in immediate taxation to the Optionee or (C) result in adverse tax consequences under Section 409A or Section 457A.

(b) In addition to the rights set forth in Section 8(a), upon a Change of Control, the Board may, in its sole discretion, take any one or more of the following actions, as to outstanding Parent Options: (i) provide that such Parent Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding corporation or entity (or to the extent the Parent’s shareholders receive capital stock of an affiliate thereof in the transaction, by such affiliate), (ii) upon written notice to the Optionee, provide that all unexercised Parent Options will terminate immediately prior to the consummation of such transaction unless exercised by the Optionee within a specified period following the date of such notice and prior to the consummation of such event or transaction (which period shall not be less than fifteen (15) days), or (iii) in the event of a merger or consolidation under the terms of which holders of Investor Interests will receive upon consummation thereof a cash payment for each Investor Interest surrendered in the merger or consolidation (the “Merger Price”), make or provide for a cash payment to the Optionee equal to the difference between (A) the Merger Price times the number of Investor Interests subject to such outstanding Parent Options (to the extent then exercisable at prices not equal to or in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding Parent Options, in exchange for the termination of such Parent Options.

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9. Termination of Employment. The treatment of the New Options upon the Optionee’s termination of employment with the Company shall be the same as set forth in the Original Option Agreement. Notwithstanding the foregoing, if the Optionee’s employment terminates at a time when Net Settlement (as defined below) would not be permitted, the New Options shall remain outstanding and exercisable (other than upon a termination which would have required forfeiture on the date of termination pursuant to the Original Option Agreement) until the earlier of (i) 90 days following the date on which the Applicable Entity gives the Optionee notice that Net Settlement is permitted or (ii) the expiration of the term of such New Option (without giving effect to any earlier expiration of the Parent Option due to the termination of employment).

10. Certain Definitions.

(a) “Change of Control” means (i) the direct or indirect sale, transfer or conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of Parent and its subsidiaries (taken as a whole) to any Person (or group of Persons acting in concert); (ii) the consummation of any transaction or related series of transactions (including any merger, share purchase, recapitalization, redemption, issuance of capital stock, consolidation or consolidation) the result of which is that any Person (or group of Persons acting in concert) becomes beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 or any successor provision) of a majority of the economic interest in Parent; or (iii) any event which results in (A) the Permira Funds ceasing to have the ability to elect a majority of the members of the Board or (B) the shareholders of Parent immediately before such transaction or series of related transactions owning (together with their affiliates) securities representing 50% or less of the combined voting power of the outstanding voting securities of the entity surviving or resulting from such transaction or series of related transactions.

(b) “Fair Market Value” shall mean, as of any date: (i) if the Investor Interests or shares of US Holdco Stock, as applicable, are not listed on a nationally recognized stock exchange, the value of such Investor Interests or shares of US Holdco Stock on that date, as determined by the applicable Committee in its good faith discretion, (in respect of (x) Investor Interests, subject to the appraisal rights of the Optionee under the Shareholders Agreement and (y) shares of US Holdco Stock, subject to the Optionee’s right to request valuation by a third party appraiser, the cost of which shall be borne by US Holdco, in which case the determination made by such third party appraiser will govern), or (ii) if the Investor Interests or shares of US Holdco Stock, as applicable, listed or admitted to unlisted trading privileges on a nationally recognized stock exchange, the closing price of the Investor Interests or shares of US Holdco Stock as reported on the principal nationally recognized stock exchange on which the Investor Interests or shares of US Holdco Stock traded on such date, or if no unit prices are reported on such date, the closing price of the Investor Interests or shares of US Holdco Stock on the next preceding date on which there were reported Investor Interests or shares of US Holdco Stock prices.

(c) “Investor Interest” shall mean an interest in Parent consisting of one Ordinary Share and one share of each class of Class A Shares (as each such term is defined in the Shareholders Agreement), in each case to the extent that shares of such class remain outstanding.

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(d) “Permira Funds” means funds advised by Permira Advisers L.L.C. that are investing in Parent at the Closing.

(e) “Person” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organization.

(f) “Shareholders Agreement” means the Shareholders Agreement entered into as of the Closing Date between Parent and certain other parties thereto providing terms applicable to Investor Interests of Parent.

11. Representations and Warranties.

(a) The Optionee hereby represents and warrants as follows:

(i) The Optionee has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Rollover Agreement. This Rollover Agreement has been duly executed and delivered by the Optionee and this Rollover Agreement constitutes a valid and binding agreement of the Optionee enforceable against the Optionee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(ii) The execution, delivery and performance of this Rollover Agreement by the Optionee do not and will not (i) require the Optionee to obtain any consents, registrations, approvals, permits or authorizations from any domestic or foreign governmental or regulatory authority, agency, commission body, court or other legislative, executive or judiciary government entity or (ii) constitute or result in a breach or violation of, or a default under, or result in the creation of a lien on any of the Optionee’s property pursuant to (A) any bond, debenture, note or other evidence of indebtedness or any indenture or other material agreement to which the Optionee is a party or by which the Optionee is bound or to which any of the Optionee’s property may be subject or (B) any law affecting the Optionee.

(iii) Immediately prior to the Closing, the Optionee will be the record and beneficial owner of the Rollover Options, free and clear or any liens.

(iv) The Optionee has not granted and is not a party to any proxy, voting trust or other agreement which conflicts with any provision of this Rollover Agreement, and the Optionee shall not grant any proxy or become party to any voting trust or other agreement which conflicts with any provision of this Rollover Agreement.

(v) The Optionee is acquiring the New Options for his or her own account, for investment and not with a view to the sale or distribution thereof, nor with any present intention of distributing or selling the same. The Optionee acknowledges that (i) the New Options have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Purchased Shares will not be registered under the Securities Act, and, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority, (ii)

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there is not now and there may never be any public market for the New Options or the Purchased Shares acquired pursuant to exercise of a New Option and (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any New Options or Purchased Shares acquired pursuant to exercise of New Options.

(vi) The Optionee is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(vii) The Optionee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the New Options and has had full access to such other information concerning the Applicable Entity and its subsidiaries as it has requested. The Optionee’s knowledge and experience in financial and business matters is such that it is capable of evaluating the merits and risk of the investment in the New Options. The Optionee has carefully reviewed the terms and provisions of this Rollover Agreement and has evaluated the restrictions and obligations contained herein and therein. In furtherance of the foregoing, the Optionee represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of Parent, US Holdco, Merger Sub or any of their subsidiaries or as to the desirability or value of an investment in the Applicable Entity has been made to the Optionee by or on behalf of Parent, US Holdco, Merger Sub or any of their subsidiaries, (ii) the Optionee has relied upon its own independent appraisal and investigation, and the advice of its own counsel, tax advisors and other advisors, regarding the risks of an investment in Parent and US Holdco and (iii) the Optionee will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Applicable Entity.

(viii) The Optionee’s financial situation is such that the Optionee can afford to bear the economic risk of holding the New Options and, if acquired following exercise of the New Options, the Purchased Shares for an indefinite period and the Optionee can afford to suffer the complete loss of its investment in the New Options.

(ix) The Optionee is not subscribing for the New Options as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person or entity not previously known to Optionee in connection with investments in securities generally.

12. Covenants.

(a) The Optionee shall not directly or indirectly exercise, sell, transfer, pledge, assign, hypothecate, gift, place in trust or otherwise dispose of any Rollover Options (or any interest therein, including by entering into any agreement, understanding or arrangement, whether or not in writing, to effect any of the foregoing) between the date hereof and the Closing or, if earlier, until termination of this Rollover Agreement in accordance with its terms.

(b) The Optionee shall not enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with the Optionee’s representations, warranties, covenants and obligations under this Rollover

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Agreement, or take any action that would reasonably be expected to restrict or otherwise affect the Optionee’s power, authority and right to comply with and perform his covenants and obligations under this Rollover Agreement.

13. Withholding. Except as set forth below, whenever Investor Interests are to be issued upon exercise of a Parent Option, Parent shall have the right to require the Optionee to remit to Parent cash sufficient to satisfy all federal, state and local withholding tax requirements prior to issuance of the Investor Interests and the delivery of any certificate or certificates for such Investor Interests. Notwithstanding the foregoing, if a Parent Option is exercised at a time when the ratio of debt of Parent and its subsidiaries to trailing 12-month EBITDA is less than 4.5:1, the Optionee may satisfy such tax withholding obligation by surrendering to Parent at the time of exercise Investor Interests (including Purchased Shares), having a Fair Market Value on the date of exercise equal to the withholding tax obligations (“Net Settlement”). The Optionee agrees to indemnify Parent against any national, federal, state and local withholding taxes for which Parent may be liable in connection with the Optionee’s acquisition, ownership or disposition of any Investor Interests.

14. Counterparts. This Agreement may be executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

15. Amendments and Waivers. This Agreement may not be modified or amended, and no provision of this Rollover Agreement may be waived, except by a written instrument signed by Parent, US Holdco, the Company and the Optionee. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach of the same or similar nature.

16. Specific Performance. The Optionee acknowledges and agrees that a breach of this Rollover Agreement by the Optionee would cause irreparable damage to the Applicable Entity and that the Applicable Entity would not have an adequate remedy at law. Accordingly, the obligations of the Optionee under this Rollover Agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith.

17. Third Party Beneficiary. The Company shall be, and is intended to be, a third party beneficiary of the rights of each Applicable Entity under this Rollover Agreement. The Company shall be entitled to an injunction, specific performance and other equitable remedies to enforce this Rollover Agreement. Subject to the terms and conditions of this Rollover Agreement, the Company shall have the right to enforce this Rollover Agreement directly against the Optionee irrespective of whether either Applicable Entity pursues such injunction, specific performance or other equitable remedies.

18. Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each of the parties hereto. For the avoidance of doubt, this Rollover Agreement shall be binding upon the representatives, heirs and estate of the Optionee in the event of the death or incapacity of the Optionee. Any assignment by a party

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hereto requires consent of the other parties hereto, except that each Applicable Entity may assign its rights and obligations hereunder to an Affiliate; provided that no such assignment shall relieve either Applicable Entity of its obligations hereunder.

19. Termination. This Rollover Agreement shall terminate (a) upon mutual written consent of Parent, US Holdco, the Company and the Optionee, (b) automatically without any further action of the parties hereto if, at any time prior to the Closing, the Merger Agreement shall have been terminated in accordance with its terms or (c) upon the termination of the Optionee’s employment by the Company without Cause (as defined in any applicable employment agreement between the Optionee and the Company, US Holdco or Parent) or by the Optionee for Good Reason (as defined in any applicable employment agreement between the Optionee and the Company, US Holdco or Parent) prior to the Closing. Upon any such termination, the rights and obligations of the parties shall terminate and there shall be no liability on the part of either Applicable Entity, or the Optionee under this Rollover Agreement; provided, that no such termination of this Rollover Agreement shall relieve any party from liability for any willful breach of this Rollover Agreement.

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IN WITNESS WHEREOF, the parties have executed and delivered this Rollover Agreement as of the date(s) set forth below.

GLOBAL GENERATIONS INTERNATIONAL INC.
By:	/s/ Brian Ruder
Name:	Brian Ruder
Title:	President, Chief Executive Officer, and Secretary

[Signature Page to Option Rollover Agreement - Hochhauser]

ANCELUX TOPCO S.C.A.
By:	/s/ Séverine Michel
Name:	acting by Ancelux S.à r.l., its Manager.
Title:	represented by Séverine Michel, Manager.

[Signature Page to Option Rollover Agreement - Hochhauser]

/s/ Howard Hochhauser

Howard Hochhauser

Date

[Signature Page to Option Rollover Agreement - Hochhauser]

CONSENT OF SPOUSE

The undersigned spouse of the Optionee has read and hereby approves the terms and conditions of this Rollover Agreement. In consideration of the Company’s granting his or her spouse the right to purchase shares of US Holdco Stock and/or Investor Interests as set forth in this Rollover Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plans and this Rollover Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned’s spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plans or this Rollover Agreement.

[illegible]

Spouse of the Optionee

¨ Not applicable.

[Spousal Consent to Option Rollover Agreement - Hochhauser]

APPENDIX A

Name of Optionee: Howard Hochhauser

I. Rollover Options

Date of Grant	Type of Grant	Applicable Plan	Option Shares		Option Price
2/11/2009	ISO	2008 Plan		64,948	$	5.50
2/11/2009	NQSO	2008 Plan		164,536	$	5.50
5/27/2009	ISO	2008 Plan		7,892	$	7.36

II. New Options

Date of Grant	Type of Grant	Applicable Plan	Shares/Investor Interests Subject to New Option		Option Price		Applicable Entity
2/11/2009	ISO	2008 Plan		792	$	450.71	US Holdco
2/11/2009	NQSO	2008 Plan		33,970	$	26.64	Parent
5/27/2009	ISO	2008 Plan		96	$	603.13	US Holdco

[Appendix A to Option Rollover Agreement]

APPENDIX B

GLOBAL GENERATIONS INTERNATIONAL, INC.

NOTICE OF OPTION EXERCISE

Subject to the terms and conditions hereof, the undersigned (the “Purchaser”) hereby elects to exercise his or her option to purchase             shares of common stock (the “Shares”) of Global Generations International, Inc., a Delaware corporation (the “Company”), under the:

MyFamily.com Inc. 2004 Executive Stock Plan,

Generations Holdings Inc. 2008 Stock Purchase and Option Plan

Ancestry.com Inc. 2009 Stock Incentive Plan

(circle one of the above) (the “Plan”) and the Rollover Stock Option Agreement dated as of December 28, 2012 (the “Rollover Option Agreement”).

The purchase price for the Shares shall be $         per Share for a total purchase price of $         (subject to applicable withholding taxes). The Purchaser tenders herewith payment of the full exercise price in the form of cash, by check or by wire transfer or, if permitted under the Rollover Option Agreement, (i) by delivery to the Company of certificate no(s).                     , representing             Shares, having a Fair Market Value of $        , together with a duly executed stock power or (ii) by reducing the number of Shares to be issued to him hereby by that number of Shares having an aggregate Fair Market Value on the date hereof equal to the aggregate purchase price of the Shares. The term “Shares” refers to the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.

In connection with the purchase of Shares, Purchaser represents and covenants the following:

1. Knowledge. The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to purchase the Shares. The Purchaser is relying on his or her own business judgment and knowledge and the advice of his or her own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, in making the decision to purchase the Shares. The Purchaser, either alone or with his or her advisors, has sufficient knowledge and experience in business and financial matters to evaluate the merits and risks of the purchase of the Shares and has the capacity to protect his or her own interests in connection with such purchase. In furtherance of the foregoing, the Purchaser represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company Group or as to the desirability or value of an investment in the Company has been made to the Purchaser by or

on behalf of the Company Group, and (ii) the Purchaser will continue to bear sole responsibility for making his or her own independent evaluation and monitoring of the risks of his or her investment in the Company.

2. Investment Intent. The Purchaser is purchasing the Shares for investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable provision of state securities laws. The Purchaser does not have any present intention to transfer the Shares to any person or entity.

3. Securities Laws; Transfer Restrictions. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser acknowledges and understands that the Shares must be held indefinitely unless (i) they are subsequently registered under the Securities Act or any applicable provision of state securities laws or (ii) an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares. In addition, the Purchaser acknowledges and understands that there are substantial restrictions on the transferability of the Shares under the Rollover Option Agreement. The Purchaser understands that the certificate or certificates evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares except in compliance with the Securities Act or applicable state securities laws and except in accordance with the provisions of the Rollover Option Agreement, and that the Company will retain physical possession of the Shares.

4. Contributions. The Purchaser acknowledges and affirms the obligations set forth in Sections 3(d) and (e) and Section 7 of the Rollover Option Agreement.

5. Tax. The Purchaser understands that he or she may suffer adverse tax consequences as a result of his or her purchase or disposition of the Shares. The Purchaser represents that he or she has consulted any tax consultants he or she deems advisable in connection with the purchase or disposition of the Shares and that he or she is not relying on the Company for any tax advice. Purchaser understands that, prior to the issuance of any Shares, Purchaser will have to make satisfactory arrangements with the Company to satisfy any withholding requirements applicable to the exercise of the option.

6. Speculative Investment. The Purchaser understands that an investment in the Shares is a speculative investment which involves a high degree of risk of loss of the Purchaser’s investment therein. The Purchaser is able to bear the economic risk of such investment for an indefinite period of time, including the risk of a complete loss of the Purchaser’s investment in such securities.

7. Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, the Shares, or any other equity

security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Shares or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to.

Please issue a certificate or certificates for such Shares in the name of:

Name:                                                                                                   

Address:                                                                                               

Social Security or Tax I.D. Number:                                                  

Signature                                     

Dated             , 20    

APPENDIX C

ANCELUX TOPCO S.C.A.

NOTICE OF OPTION EXERCISE

Subject to the terms and conditions hereof, the undersigned (the “Purchaser”) hereby elects to exercise his or her option to purchase                     investor interests (the “Investor Interests”) of Ancelux Topco S.C.A., a société en commandite par actions, organized and existing under the laws of the Grand Duchy of Luxembourg (the “Company”), under the:

MyFamily.com Inc. 2004 Executive Stock Plan,

Generations Holdings Inc. 2008 Stock Purchase and Option Plan

Ancestry.com Inc. 2009 Stock Incentive Plan

(circle one of the above) (the “Plan”) and the Rollover Stock Option Agreement dated as of December 28, 2012 (the “Rollover Option Agreement”).

The purchase price for the Investor Interests shall be $         per Investor Interest for a total purchase price of $        (subject to applicable withholding taxes). The Purchaser tenders herewith payment of the full exercise price in the form of cash, by check or by wire transfer or, if permitted under the Rollover Option Agreement, (i) by delivery to the Company of certificate no(s).                     , representing                     Investor Interests, having a Fair Market Value of $         , together with a duly executed stock power or (ii) by reducing the number of Investor Interests to be issued to him hereby by that number of Investor Interests having an aggregate Fair Market Value on the date hereof equal to the aggregate purchase price of the Investor Interests. The term “Investor Interests” refers to the purchased Investor Interests and all securities received in replacement of the Investor Interests or as stock dividends or splits, all securities received in replacement of the Investor Interests in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Investor Interests.

In connection with the purchase of Investor Interests, Purchaser represents and covenants the following:

1. Knowledge. The Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to purchase the Investor Interests. The Purchaser is relying on his or her own business judgment and knowledge and the advice of his or her own counsel, tax advisors and other advisors, regarding the risks of an investment in the Company, in making the decision to purchase the Investor Interests. The Purchaser, either alone or with his or her advisors, has sufficient knowledge and experience in business and financial matters to evaluate the merits and risks of the purchase of the Investor Interests and has the capacity to protect his or her own interests in connection with such purchase. In furtherance of the

foregoing, the Purchaser represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company Group or as to the desirability or value of an investment in the Company has been made to the Purchaser by or on behalf of the Company Group, and (ii) the Purchaser will continue to bear sole responsibility for making his or her own independent evaluation and monitoring of the risks of his or her investment in the Company.

2. Investment Intent. The Purchaser is purchasing the Investor Interests for investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), or under any applicable provision of state securities laws. The Purchaser does not have any present intention to transfer the Investor Interests to any person or entity.

3. Securities Laws; Transfer Restrictions. The Purchaser understands that the Investor Interests have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Purchaser’s investment intent as expressed herein. The Purchaser acknowledges and understands that the Investor Interests must be held indefinitely unless (i) they are subsequently registered under the Securities Act or any applicable provision of state securities laws or (ii) an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Investor Interests. In addition, the Purchaser acknowledges and understands that there are substantial restrictions on the transferability of the Investor Interests under the Shareholders Agreement, dated as of December 28, 2012 (the “Shareholders Agreement”), which the Purchaser will become a party to as a condition to the purchase of the Investor Interests. The Purchaser understands that the certificate or certificates evidencing the Investor Interests will be imprinted with a legend which prohibits the transfer of the Investor Interests except in compliance with the Securities Act or applicable state securities laws and except in accordance with the provisions of the Shareholders Agreement, and that the Company will retain physical possession of the Investor Interests as provided in the Shareholders Agreement.

4. Contributions. The Purchaser acknowledges and affirms the obligations set forth in Section 7 of the Rollover Option Agreement.

5. Tax. The Purchaser understands that he or she may suffer adverse tax consequences as a result of his or her purchase or disposition of the Investor Interests. The Purchaser represents that he or she has consulted any tax consultants he or she deems advisable in connection with the purchase or disposition of the Investor Interests and that he or she is not relying on the Company for any tax advice. Purchaser understands that, prior to the issuance of any Investor Interests, Purchaser will have to make satisfactory arrangements with the Company to satisfy any withholding requirements applicable to the exercise of the option.

6. Speculative Investment. The Purchaser understands that an investment in the Investor Interests is a speculative investment which involves a high degree of risk of loss of the Purchaser’s investment therein. The Purchaser is able to bear the economic risk of such investment for an indefinite period of time, including the risk of a complete loss of the Purchaser’s investment in such securities.

7. Underwriter Lock-Up. The Purchaser agrees (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering of equity securities of the Company not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, the Investor Interests, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account, not to sell the Investor Interests or any other equity securities of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed one hundred eighty (180) days or such shorter period as the Company or any executive officer or director of the Company shall agree to.

Please issue a certificate or certificates for such Investor Interests in the name of:

Name:                                                                                                           

Address:                                                                                                       

Social Security or Tax I.D. Number:                                                          

Signature                                     

Dated             , 20    

EMPLOYEE FORM

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2009, between Generations Holding, Inc., a Delaware corporation (the “Company”), and Howard Hochhauser (“Employee”).

The Company and Employee desire to enter into this Agreement whereby the Company will grant Employee the options specified herein to acquire certain shares of the Company’s Common Stock. Defined terms used in this Agreement without definition will have the meanings ascribed thereto in the Company’s 2008 Stock Purchase and Option Plan (the “Plan”), a copy of which is attached hereto as Exhibit A. In the event a provision of this Agreement is inconsistent or conflicts with the provisions of the Plan, the provisions of the Plan will govern and prevail.

The parties hereto agree as follows:

1. Plan Acknowledgment. Each of the undersigned agree that this Agreement has been executed and delivered, and the stock options have been granted hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Employee and, except as otherwise specified herein, pursuant to each of the terms and conditions of the Plan.

2. Option.

(a) Option Grant. The Company hereby grants to Employee, pursuant to the Plan, an option (the “Option”) to purchase up to to 200000 shares of Common Stock, at an exercise price per share of $ 3.68 (the “Option Price”). The Option Price and the number of Option Shares issuable upon exercise of the Option will be equitably adjusted for any share split, share dividend, reclassification or recapitalization of the Common Stock which occurs subsequent to the date of this Agreement. The Option will expire on the close of business on the tenth anniversary of the date of this Agreement, subject to earlier expiration in connection with the termination of Employee’s employment with the Company or any of its Subsidiaries, as provided in Section 2(c) below. The Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code.

(b) Exercisability. On each date set forth below, the Option described in Section 2(a) above will have vested and become exercisable with respect to the cumulative percentage of Option Shares set forth opposite such date if Employee is, and has continuously been, employed by the Company or any of its Subsidiaries from the date of this Agreement through such date. For purpose of this Agreement, “Vesting Commencement Date” means 1-Jan-10

Date	Cumulative Percentage of Option Shares Vested
First Anniversary of Vesting Commencement Date		25	%
Second Anniversary of Vesting Commencement Date		50	%
Third Anniversary of Vesting Commencement Date		75	%
Fourth Anniversary of Vesting Commencement Date		100	%

; provided that if Employee’s Employment Termination Date occurs at any time after the first anniversary of the Vesting Commencement Date and prior to the fourth anniversary of the Vesting Commencement Date, the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of calendar months elapsed since the prior annual vesting date.

(c) Early Expiration of Option. Notwithstanding any provision herein to the contrary, any portion of the Option granted hereunder that has not vested and become exercisable prior to the Employment Termination Date will expire on the Employment Termination Date and may not be exercised under any circumstance. Any portion of the Option granted hereunder which has vested and become exercisable prior to the Employment Termination Date will expire on the earlier to occur of (i) ninety (90) days after the Employment Termination Date and (ii) the close of business on the tenth anniversary of the date of this Agreement.

(d) Procedure for Exercise. At any time after all or any portion of the Options granted hereunder have become exercisable with respect to any Option Shares and prior to the close of business on the tenth anniversary of the date of this Agreement, Employee may exercise all or any portion of the Option granted hereunder with respect to Option Shares vested pursuant to Section 2(b) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Employee has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Employee regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the option exercise price, (iii) an executed consent from Employee’s spouse (if any) in the form of Exhibit 1 attached to the Plan and (iv) executed joinders to that certain Stockholders Agreement, dated as of December 5, 2007, by and among the Company and its stockholders and that certain Registration Rights Agreement, dated as of December 5, 2007, by and among the Company and its stockholders. As a condition to any exercise of the Option, Employee will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Employee to make an informed investment decision. If, at any time subsequent to the date Employee exercises any portion of the Option granted hereunder and prior to the occurrence of a Termination Event, Employee becomes legally married (whether in the first instance or to a different spouse), Employee shall cause Employee’s spouse to execute and deliver to the Company a consent in the form of Exhibit 1 attached to the Plan. Employee’s failure to deliver the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Employee would otherwise be required to deliver such consent shall constitute Employee’s continuing representation and warranty that Employee is not legally married as of such date.

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(e) Securities Laws Restrictions. Employee represents that when Employee exercises any portion of the Option he or she will be purchasing the Option Shares represented thereby for Employee’s own account and not on behalf of others. Employee understands and acknowledges that federal, state and foreign securities laws govern and restrict Employee’s right to offer, sell or otherwise dispose of any Option Shares unless Employee’s offer, sale or other disposition thereof is registered under the Securities Act and federal, state and foreign securities laws or, in the opinion of the Company’s counsel, such offer, sale or other disposition is exempt from registration thereunder. Employee agrees that he or she will not offer, sell or otherwise dispose of any Option Shares in any manner which would: (i) require the Company to file any registration statement (or similar filing under applicable securities law) with the Securities and Exchange Commission or to amend or supplement any such filing or (ii) violate or cause the Company to violate the Securities Act, the rules and regulations promulgated thereunder or any other applicable securities law. Employee further understands that the certificates for any Option Shares which Employee purchases will bear the legend set forth in the Plan or such other legends as the Company deems necessary or desirable in connection with the Securities Act or other rules, regulations or laws.

(f) Limited Transferability of the Option. The Option granted hereunder is personal to Employee and is not transferable by Employee except pursuant to the laws of descent or distribution and pursuant to the Plan. Only Employee or his or her legal guardian or representative may exercise the Option granted hereunder.

(g) Section 83(b) Election. Within thirty (30) days after Employee has exercised any portion of the Option, in the event Employee is subject to United States federal income tax, Employee may make an effective election with the Internal Revenue Service under Section 83(b) of the Code relative to the Option Shares received by Employee pursuant to the exercise of such portion of the Option.

3. Employee’s Representations. Employee hereby represents and warrants to the Company as follows:

(a) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he or she is bound;

(b) except as disclosed to the Company in writing, Employee is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity (other than the Company or any of its Affiliates);

(c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms; and

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(d) Employee has consulted with (or has had an opportunity to consult with) independent legal counsel regarding his or her rights and obligations under this Agreement (including, without limitation, the Plan) and that he or she fully understands the terms and conditions contained herein and therein.

4. Notices. Any notices required or permitted under this Agreement or the Plan will be delivered in accordance with the requirements of the Plan.

5. Third Party Beneficiaries; Successors and Assigns. The parties hereto acknowledge and agree that the Investors are third party beneficiaries of this Agreement and the Plan. Except as otherwise provided herein, this Agreement and the Plan shall bind and inure to the benefit of and be enforceable by Employee, the Company, the Investors and their respective heirs, successors and assigns (including subsequent holders of Employee Shares); provided that the rights and obligations of Employee under this Agreement and the Plan shall not be assignable except in connection with a permitted transfer of Employee Shares in accordance with the Plan.

6. Complete Agreement. This Agreement and the Plan and the other documents referred to herein and therein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

7. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

8. Counterparts. This Agreement may be executed in separate counterparts, each of which may be delivered via facsimile and is deemed to be an original, and all of which taken together constitute one and the same agreement.

9. Governing Law. This Agreement will be subject to the Governing Law provisions of the Plan as if fully set forth in this Agreement.

10. Remedies. Each of the parties to this Agreement will be entitled to any of the remedies specified in the Plan.

11. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Board and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

12. Tax Treatment. Neither party makes any representations or warranties to the other party with respect to the tax treatment of the transactions contemplated hereby.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GENERATIONS HOLDING, INC.
By:	/s/ Timothy Sullivan
	Timothy Sullivan
	President
EMPLOYEE:
/s/ Howard Hochhauser
Howard Hochhauser

Generations Holding, Inc.

Signature Page to Stock Option Agreement re Howard Hochhauser

EXHIBIT A

2008 Stock Purchase and Option Plan

EMPLOYEE FORM

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of 2/11/2009, between Generations Holding, Inc., a Delaware corporation (the “Company”), and Howard Hochhauser (“Employee”).

The Company and Employee desire to enter into this Agreement whereby the Company will grant Employee the options specified herein to acquire certain shares of the Company’s Common Stock. Defined terms used in this Agreement without definition will have the meanings ascribed thereto in the Company’s 2008 Stock Purchase and Option Plan (the “Plan”), a copy of which is attached hereto as Exhibit A. In the event a provision of this Agreement is inconsistent or conflicts with the provisions of the Plan, the provisions of the Plan will govern and prevail.

The parties hereto agree as follows:

1. Plan Acknowledgment. Each of the undersigned agree that this Agreement has been executed and delivered, and the stock options have been granted hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and Employee and, except as otherwise specified herein, pursuant to each of the terms and conditions of the Plan.

2. Option.

(a) Option Grant. The Company hereby grants to Employee, pursuant to the Plan, an option (the “Option”) to purchase up to 1,000,000 shares of Common Stock, at an exercise price per share of $ 2.75 (the “Option Price”). The Option Price and the number of Option Shares issuable upon exercise of the Option will be equitably adjusted for any share split, share dividend, reclassification or recapitalization of the Common Stock which occurs subsequent to the date of this Agreement. The Option will expire on the close of business on the tenth anniversary of the date of this Agreement, subject to earlier expiration in connection with the termination of Employee’s employment with the Company or any of its Subsidiaries, as provided in Section 2(c) below. The Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code.

(b) Exercisability. On each date set forth below, the Option described in Section 2(a) above will have vested and become exercisable with respect to the cumulative percentage of Option Shares set forth opposite such date if Employee is, and has continuously been, employed by the Company or any of its Subsidiaries from the date of this Agreement through such date. For purpose of this Agreement, “Vesting Commencement Date” means 1/12/2009

Date	Cumulative Percentage of Option Shares Vested
First Anniversary of Vesting Commencement Date		25	%
Second Anniversary of Vesting Commencement Date		50	%
Third Anniversary of Vesting Commencement Date		75	%
Fourth Anniversary of Vesting Commencement Date		100	%

; provided that if Employee’s Employment Termination Date occurs at any time after the first anniversary of the Vesting Commencement Date and prior to the fourth anniversary of the Vesting Commencement Date, the cumulative percentage of Option Shares to become vested shall be determined on a pro rata basis according to the number of calendar months elapsed since the prior annual vesting date.

(c) Early Expiration of Option. Notwithstanding any provision herein to the contrary, any portion of the Option granted hereunder that has not vested and become exercisable prior to the Employment Termination Date will expire on the Employment Termination Date and may not be exercised under any circumstance. Any portion of the Option granted hereunder which has vested and become exercisable prior to the Employment Termination Date will expire on the earlier to occur of (i) ninety (90) days after the Employment Termination Date and (ii) the close of business on the tenth anniversary of the date of this Agreement.

(d) Procedure for Exercise. At any time after all or any portion of the Options granted hereunder have become exercisable with respect to any Option Shares and prior to the close of business on the tenth anniversary of the date of this Agreement, Employee may exercise all or any portion of the Option granted hereunder with respect to Option Shares vested pursuant to Section 2(b) above by delivering written notice of exercise to the Company, together with (i) a written acknowledgment that Employee has read and has been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to Employee regarding the Company and its Subsidiaries, (ii) payment in full by delivery of a cashier’s, personal or certified check or wire transfer of immediately available funds to the Company in the amount equal to the number of Option Shares to be acquired multiplied by the option exercise price, (iii) an executed consent from Employee’s spouse (if any) in the form of Exhibit 1 attached to the Plan and (iv) executed joinders to that certain Stockholders Agreement, dated as of December 5, 2007, by and among the Company and its stockholders and that certain Registration Rights Agreement, dated as of December 5, 2007, by and among the Company and its stockholders. As a condition to any exercise of the Option, Employee will permit the Company to deliver to him or her all financial and other information regarding the Company and its Subsidiaries which it believes is necessary to enable Employee to make an informed investment decision. If, at any time subsequent to the date Employee exercises any portion of the Option granted hereunder and prior to the occurrence of a Termination Event, Employee becomes legally married (whether in the first instance or to a different spouse), Employee shall cause Employee’s spouse to execute and deliver to the Company a consent in the form of Exhibit 1 attached to the Plan. Employee’s failure to deliver the Company an executed consent in the form of Exhibit 1 to the Plan at any time when Employee would otherwise be required to deliver such consent shall constitute Employee’s continuing representation and warranty that Employee is not legally married as of such date.

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(e) Securities Laws Restrictions. Employee represents that when Employee exercises any portion of the Option he or she will be purchasing the Option Shares represented thereby for Employee’s own account and not on behalf of others. Employee understands and acknowledges that federal, state and foreign securities laws govern and restrict Employee’s right to offer, sell or otherwise dispose of any Option Shares unless Employee’s offer, sale or other disposition thereof is registered under the Securities Act and federal, state and foreign securities laws or, in the opinion of the Company’s counsel, such offer, sale or other disposition is exempt from registration thereunder. Employee agrees that he or she will not offer, sell or otherwise dispose of any Option Shares in any manner which would: (i) require the Company to file any registration statement (or similar filing under applicable securities law) with the Securities and Exchange Commission or to amend or supplement any such filing or (ii) violate or cause the Company to violate the Securities Act, the rules and regulations promulgated thereunder or any other applicable securities law. Employee further understands that the certificates for any Option Shares which Employee purchases will bear the legend set forth in the Plan or such other legends as the Company deems necessary or desirable in connection with the Securities Act or other rules, regulations or laws.

(f) Limited Transferability of the Option. The Option granted hereunder is personal to Employee and is not transferable by Employee except pursuant to the laws of descent or distribution and pursuant to the Plan. Only Employee or his or her legal guardian or representative may exercise the Option granted hereunder.

(g) Section 83(b) Election. Within thirty (30) days after Employee has exercised any portion of the Option, in the event Employee is subject to United States federal income tax, Employee may make an effective election with the Internal Revenue Service under Section 83(b) of the Code relative to the Option Shares received by Employee pursuant to the exercise of such portion of the Option.

3. Employee’s Representations. Employee hereby represents and warrants to the Company as follows:

(a) the execution, delivery and performance of this Agreement by Employee does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Employee is a party or by which he or she is bound;

(b) except as disclosed to the Company in writing, Employee is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity (other than the Company or any of its Affiliates);

(c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Employee, enforceable in accordance with its terms; and

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(d) Employee has consulted with (or has had an opportunity to consult with) independent legal counsel regarding his or her rights and obligations under this Agreement (including, without limitation, the Plan) and that he or she fully understands the terms and conditions contained herein and therein.

4. Notices. Any notices required or permitted under this Agreement or the Plan will be delivered in accordance with the requirements of the Plan.

5. Third Party Beneficiaries; Successors and Assigns. The parties hereto acknowledge and agree that the Investors are third party beneficiaries of this Agreement and the Plan. Except as otherwise provided herein, this Agreement and the Plan shall bind and inure to the benefit of and be enforceable by Employee, the Company, the Investors and their respective heirs, successors and assigns (including subsequent holders of Employee Shares); provided that the rights and obligations of Employee under this Agreement and the Plan shall not be assignable except in connection with a permitted transfer of Employee Shares in accordance with the Plan.

6. Complete Agreement. This Agreement and the Plan and the other documents referred to herein and therein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

7. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

8. Counterparts. This Agreement may be executed in separate counterparts, each of which may be delivered via facsimile and is deemed to be an original, and all of which taken together constitute one and the same agreement.

9. Governing Law. This Agreement will be subject to the Governing Law provisions of the Plan as if fully set forth in this Agreement.

10. Remedies. Each of the parties to this Agreement will be entitled to any of the remedies specified in the Plan.

11. Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Board and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

12. Tax Treatment. Neither party makes any representations or warranties to the other party with respect to the tax treatment of the transactions contemplated hereby.

*  *  *  *  *

-4-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GENERATIONS HOLDING, INC.
By:	/s/ Timothy Sullivan
	Timothy Sullivan
	President
EMPLOYEE:
/s/ Howard Hochhauser
Howard Hochhauser

Generations Holding, Inc.

Signature Page to Stock Option Agreement re Howard Hochhauser

EXHIBIT A

2008 Stock Purchase and Option Plan

EX-10.23

Exhibit 10.23

Execution Version

AMENDED AND RESTATED

EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENT

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”).

WHEREAS, the Grantee holds restricted stock units (“RSUs”) with respect to the common stock of Ancestry.com Inc., a Delaware corporation (the “Company”) pursuant to the Ancestry.com Inc. 2009 Stock Incentive Plan (the “Plan”). The RSUs will continue in accordance with this Rollover Agreement upon and following the consummation of the transactions contemplated under the Merger Agreement (as defined below). Each such RSU is set forth on Table I on Appendix A and is herein referred to as a “Rollover RSU”;

WHEREAS, 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 NewCo, respectively;

WHEREAS, in connection with the Merger Agreement, US Holdco and the Grantee entered into the Employee Rollover Restricted Stock Unit Agreement, dated October 21, 2012 (the “First Rollover Agreement”); and

WHEREAS, US Holdco and the Grantee now desire to amend and restate the First Rollover Agreement and NewCo desires to become a party hereto.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the undersigned parties hereto agree to the terms and conditions contained herein.

1. General.

(a) Exchange. In connection with the Merger, subject to the modifications and upon the terms and conditions set forth 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 “Investor Interests” (as defined below) in NewCo.

(b) Assumption of Plans and Agreements. Each of the Plan and the restricted stock unit agreement(s) pursuant to which the Rollover RSUs were granted (the “Original RSU Agreement(s)”), as modified by this Rollover Agreement, will be assumed by NewCo by action of its board of directors (the “Board”) at the Closing. Upon and following the Closing, references to the “Company” in the Plan and the Original RSU Agreement(s) shall be deemed to

refer to NewCo. Obligations of the Company under the Original RSU Agreement(s), as modified by this Rollover Agreement, will be assumed by NewCo at the Closing. Upon and following the Closing, any references to the “Committee” or the “Administrator” in the Plan or the Original RSU Agreement(s) shall be deemed to refer to the Compensation Committee of the Board, or if no such committee has been appointed, to the Board. The NewCo RSUs shall remain subject to the terms of the Plan (as amended in connection with the Merger), a copy of which the Grantee has received. In addition, each Original RSU Agreement, as modified by this Rollover Agreement, shall continue in effect and govern the terms of the NewCo RSUs attributable to it. Capitalized terms in this Rollover Agreement that are not defined herein shall have the meanings stated in the Plan. In the case of any conflict between the provisions hereof and those of the Plan, unless the context clearly requires otherwise, the provisions hereof shall be controlling.

2. RSU Exchange.

(a) Each separate grant of Rollover RSUs set forth on Table I of Appendix A shall be exchanged at Closing for a number of NewCo RSUs equal to the product of the number of shares of common stock of the Company that were subject to the Rollover RSU immediately prior to the Closing multiplied by the ratio of the “Merger Consideration” (as defined in the Merger Agreement) to the Investor Interest Value, with the result rounded down to the nearest whole number of Investor Interests. Each NewCo RSU will entitle the Grantee to one Investor Interest or, in the discretion of NewCo, cash in the amount of the Fair Market Value of such Investor Interest as of the date of settlement of such NewCo RSU, or a combination of the foregoing. The “Investor Interest Value” shall mean the price per Investor Interest paid by the Permira Funds to acquire an Investor Interest immediately prior to Closing.

(b) As soon as reasonably practicable following the Closing Date (as defined in the Merger Agreement), Table II of Appendix A will be completed to set forth the number of NewCo RSUs based on the formula described in Section 2(a) above.

(c) Notwithstanding anything to the contrary contained in this Rollover Agreement, (i) the Grantee’s obligations under this Rollover Agreement shall not apply with respect to any Rollover RSUs (or portion thereof) that the Grantee forfeits prior to the Closing and Appendix A hereto automatically shall be updated to reflect any such forfeiture, and (ii) in the event that any Rollover RSUs (or portion thereof) vest prior to the Closing, (A) the number of Rollover RSUs shall be decreased by the number of Rollover RSUs (or portion thereof) that so vest and the Grantee shall have no obligations under this Rollover Agreement with respect to such vested Rollover RSUs (or portion thereof), (B) Appendix A hereto automatically shall be updated to reflect the reduction described in the immediately preceding clause (A), and (C) in settlement of such Rollover RSUs (or portion thereof) that so vest, in lieu of the Company issuing the Grantee shares of common stock in settlement of such Rollover RSUs upon vesting, NewCo shall, immediately upon Closing, issue the Grantee a number of Investor Interests equal to the product of the number of shares of common stock of the Company that were subject to the Rollover RSU that vested, multiplied by the ratio of Merger Consideration to the Investor Interest Value, with the result rounded down to the nearest whole number of Investor Interests.

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3. Vesting and Settlement. Each separate grant of NewCo RSUs set forth on Table II of Appendix A shall vest and be settled in accordance with the schedule, terms and conditions set forth in the Original RSU Agreement attributable to the Rollover RSUs exchanged for such NewCo RSUs, for the avoidance of doubt, without regard to any provision that would have provided for accelerated vesting upon the Merger. Notwithstanding the foregoing, NewCo RSUs will also vest and be settled upon the termination of Grantee’s employment by the Company without Cause or for Disability, by the Grantee for Good Reason (with the terms Cause and Good Reason being defined in the Grantee’s employment agreement with the Company) or on account of Grantee’s death. For this purpose, “Disability” shall have the meaning given to such term in Grantee’s employment agreement with the Company or, if such term is not defined therein, it shall have the meaning given to such term under the long term disability program of the Company in which Grantee participates.

4. Rights as a Stockholder. The Grantee shall not be deemed for any purpose to be the owner of any Investor Interests issuable pursuant to any NewCo RSU unless and until the Company shall have issued Investor Interests to the Grantee. Investor Interests received upon settlement of NewCo RSUs shall not be transferable except as set forth in Section 5 of this Rollover Agreement.

5. Contribution of Investor Interests. The Grantee hereby agrees to contribute any Investor Interests received upon settlement of NewCo RSUs to Anvil MIV LLC (the “MIV”) in exchange for an equivalent number of units in the MIV. Such contribution shall be effected pursuant to the terms of a contribution agreement in a form to be provided by the MIV.

6. Certain Definitions.

(a) “Fair Market Value” shall mean, as of any date: (a) if the Investor Interests are not listed on a nationally recognized stock exchange, the value of such Investor Interests on that date, as determined by the Committee in its good faith discretion, or (b) if the Investor Interests are listed or admitted to unlisted trading privileges on a nationally recognized stock exchange, the closing price of the Investor Interests as reported on the principal nationally recognized stock exchange on which the Investor Interests traded on such date, or if no Investor Interest prices are reported on such date, the closing price of the Investor Interests on the next preceding date on which there were reported Investor Interest prices.

(b) “Investor Interest” shall mean an interest in NewCo consisting of one Ordinary Share and one share of each class of Class A Shares (as each such term is defined in the Shareholders Agreement of NewCo), in each case to the extent that shares of such class remain outstanding.

(c) “Permira Funds” means funds advised by Permira Advisers L.L.C. that are investing in NewCo at the Closing.

7. Representations and Warranties.

(a) The Grantee hereby represents and warrants as follows:

(i) The Grantee has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform his obligations under this Rollover

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Agreement. This Rollover Agreement has been duly executed and delivered by the Grantee and this Rollover Agreement constitutes a valid and binding agreement of the Grantee enforceable against the Grantee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(ii) The execution, delivery and performance of this Rollover Agreement by the Grantee do not and will not (i) require the Grantee to obtain any consents, registrations, approvals, permits or authorizations from any domestic or foreign governmental or regulatory authority, agency, commission body, court or other legislative, executive or judiciary government entity or (ii) constitute or result in a breach or violation of, or a default under, or result in the creation of a lien on any of the Grantee’s property pursuant to (A) any bond, debenture, note or other evidence of indebtedness or any indenture or other material agreement to which the Grantee is a party or by which the Grantee is bound or to which any of the Grantee’s property may be subject or (B) any law affecting the Grantee.

(iii) Immediately prior to the Closing, the Grantee will be the record and beneficial owner of the Rollover RSUs set forth on Appendix A hereto, free and clear or any liens.

(iv) The Grantee has not granted and is not a party to any proxy, voting trust or other agreement which conflicts with any provision of this Rollover Agreement, and the Grantee shall not grant any proxy or become party to any voting trust or other agreement which conflicts with any provision of this Rollover Agreement.

(v) The Grantee is acquiring the NewCo RSUs for his own account, for investment and not with a view to the sale or distribution thereof, nor with any present intention of distributing or selling the same. The Grantee acknowledges that (i) the NewCo RSUs have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Investor Interests will not be registered under the Securities Act, and, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority, (ii) there is not now and there may never be any public market for the NewCo RSUs or the Investor Interests acquired pursuant to settlement of a NewCo RSU and (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any NewCo RSUs or Investor Interests issued pursuant to any NewCo RSUs.

(vi) The Grantee is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(vii) The Grantee’s knowledge and experience in financial and business matters is such that it is capable of evaluating the merits and risk of the investment in the NewCo RSUs. The Grantee has carefully reviewed the terms and provisions of this Rollover Agreement and has evaluated the restrictions and obligations contained herein and therein. In furtherance of the foregoing, the Grantee represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of NewCo, US Holdco, Merger Sub or any of their subsidiaries or as to the

4

desirability or value of an investment in NewCo has been made to the Grantee by or on behalf of NewCo, US Holdco, Merger Sub or any of their subsidiaries, (ii) the Grantee has relied upon his own independent investigation, and the advice of his own counsel, tax advisors and other advisors, regarding the risks of an investment in NewCo and (iii) the Grantee will continue to bear sole responsibility for making his own independent evaluation and monitoring of the risks of his investment in NewCo.

(viii) The Grantee’s financial situation is such that the Grantee can afford to bear the economic risk of holding the NewCo RSUs and, if acquired following settlement of the NewCo RSUs, the Investor Interests for an indefinite period and the Grantee can afford to suffer the complete loss of his investment in the NewCo RSUs.

(ix) The Grantee is not subscribing for the NewCo RSUs as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person or entity not previously known to Grantee in connection with investments in securities generally.

8. Covenants.

(a) The Grantee shall not enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with the Grantee’s representations, warranties, covenants and obligations under this Rollover Agreement, or take any action that would reasonably be expected to restrict or otherwise affect the Grantee’s power, authority and right to comply with and perform his obligations under this Rollover Agreement.

9. Withholding. NewCo shall have the right to withhold from any cash amounts payable hereunder to the Grantee such amount as shall be sufficient to satisfy all federal, state and local withholding tax requirements relating thereto. Whenever Investor Interests are to be issued pursuant to Section 2(c) or upon settlement of a NewCo RSU, the number of Investor Interests issued to Grantee shall be reduced by the number of Investor Interests having a Fair Market Value on the vesting date equal to the Grantee’s federal, state and local withholding tax requirements.

10. Counterparts. This Rollover Agreement may be executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

11. Amendments and Waivers. This Rollover Agreement may not be modified or amended, and no provision of this Rollover Agreement may be waived, except by a written instrument signed by NewCo and the Grantee. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach of the same or similar nature.

12. Specific Performance. The Grantee acknowledges and agrees that a breach of this Rollover Agreement by the Grantee would cause irreparable damage to NewCo and that NewCo would not have an adequate remedy at law. Accordingly, the obligations of the

5

Grantee under this Rollover Agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith.

13. Assignment. This Rollover Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each of the parties hereto. For the avoidance of doubt, this Rollover Agreement shall be binding upon the representatives, heirs and estate of the Grantee in the event of the death or incapacity of the Grantee. Any assignment by a party hereto requires consent of the other parties hereto, except that NewCo may assign its rights and obligations hereunder to an Affiliate; provided that no such assignment shall relieve NewCo of its obligations hereunder.

14. Termination. This Rollover Agreement shall terminate (a) upon mutual written consent of NewCo, the Company and the Grantee, (b) automatically without any further action of the parties hereto if, at any time prior to the Closing, the Merger Agreement shall have been terminated in accordance with its terms, (c) upon the termination of the Grantee’s employment by the Company without Cause or by the Grantee for Good Reason (as such terms are defined in the Grantee’s employment agreement with the Company), or (d) upon the death of the Grantee prior to Closing, provided that Section 2(c) of this Rollover Agreement shall survive any such termination until fully satisfied and NewCo shall issue Investor Interests in settlement of any Rollover RSUs that vest upon the Grantee’s death as provided in Section 2(c). Except as provided in the immediately preceding sentence, upon any such termination, the rights and obligations of the parties shall terminate and there shall be no liability on the part of NewCo or the Grantee under this Rollover Agreement; provided, that no such termination of this Rollover Agreement shall relieve any party from liability for any willful breach of this Rollover Agreement.

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IN WITNESS WHEREOF, the parties have executed and delivered this Rollover Agreement as of the date(s) set forth below.

GLOBAL GENERATIONS INTERNATIONAL INC.
By:	/s/ Brian Ruder
Name:	Brian Ruder
Title:	President, Chief Executive Officer, and Secretary

[Signature Page to RSU Rollover Agreement - Sullivan]

ANCELUX TOPCO S.C.A.
By:	/s/ Séverine Michel
Name:	acting by Ancelux S.àr.l., its manager
Title:	represented by Séverine Michel, Manager

[Signature Page to RSU Rollover Agreement - Sullivan]

/s/ Timothy Sullivan

Timothy Sullivan

Date

[Signature Page to RSU Rollover Agreement - Sullivan]

CONSENT OF SPOUSE

The undersigned spouse of the Grantee has read and hereby approves the terms and conditions of the Plan and this Rollover Agreement. In consideration of the Company’s granting his or her spouse NewCo RSUs as set forth in this Rollover Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Rollover Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned’s spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Rollover Agreement.

/s/ Jane Sullivan

Spouse of the Grantee

¨ Not applicable.

[Spousal Consent to RSU Rollover Agreement - Sullivan]

APPENDIX A

Name of Grantee: Timothy Sullivan

I. Rollover RSUs

Date of Grant	Number of Rollover RSUs
5/16/2011	150,000

II. NewCo RSUs

Date of Grant of the Original Rollover RSUs to Which the NewCo RSUs are Attributable	Number of NewCo RSUs
5/16/2011	30,969

[Appendix A to RSU Rollover Agreement]

ANCESTRY.COM INC.

GRANT NOTICE FOR 2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNITS

FOR GOOD AND VALUABLE CONSIDERATION, Ancestry.com Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Ancestry.com Inc. 2009 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and provided to Participant, each as amended from time to time. Each restricted stock unit subject to this Award represents the right to receive one share of the Company’s common stock, par value $0.001 (the “Common Stock”), subject to the conditions set forth in this Grant Notice, the Plan and the Standard Terms and Conditions. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Name of Participant:	Timothy Sullivan
Grant Date:	May 16, 2011
Number of restricted stock units subject to the Award:	150,000
Vesting Schedule:	The Award shall vest according to the following schedule: 33% of the units will vest on May 16, 2014; 33% of the units will vest on May 16,2015; and 34% of the units will vest on May 16, 2016.

By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the Standard Terms and Conditions.

ANCESTRY.COM INC.	/s/ Tim Sullivan
	Participant Signature

By	/s/ William C. Stern
Title:	General Counsel & Corporate Secretary

ANCESTRY.COM INC.

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS

These Standard Terms and Conditions apply to the Award of restricted stock units granted to an employee or a nonemployee director of the Company pursuant to the Ancestry.com Inc. 2009 Stock Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Administrator that specifically refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

1. TERMS OF RESTRICTED STOCK UNITS

Ancestry.com Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”) specified in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

2. VESTING OF RESTRICTED STOCK UNITS

The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice. Notwithstanding anything contained in these Standard Terms and Conditions to the contrary: (i) if the Participant’s Termination of Employment is by reason of death or Disability before all of the Restricted Stock Units have vested, a pro rata portion of the Restricted Stock Units shall become vested, and, unless otherwise determined by the Administrator, the remaining Restricted Stock Units shall be forfeited and canceled as of the date of such Termination of Employment, and (ii) except as provided in Section 5 below, if the Participant’s Termination of Employment is for any reason other than death or Disability, any then unvested Restricted Stock Units held by the Participant shall be forfeited and canceled as of the date of such Termination of Employment. For purposes of this Section 2, “pro-rata portion” means a percentage, where the numerator is the portion of the vesting period of the Restricted Stock Units that expired prior to the Participant’s Termination of Employment, and the denominator is the number of days in such period.

3. SETTLEMENT OF RESTRICTED STOCK UNITS

Vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following the vesting of such Restricted Stock Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

4. RIGHTS AS STOCKHOLDER

The Participant shall have no voting rights or the right to receive any dividends with respect to shares of Common Stock underlying Restricted Stock Units unless and until such shares of Common Stock are reflected as issued and outstanding shares on the Company’s stock ledger.

5. CHANGE IN CONTROL

Unless otherwise provided in an employment, severance or other agreement between the Company and the Participant, the following provisions shall apply in the event a Change in Control occurs while the Restricted Stock Units are outstanding:

A. If the Restricted Stock Units are not continued, assumed, converted or substituted for immediately following the Change in Control, the Restricted Stock Units shall become fully vested immediately prior to the Change in Control.

B. If the Restricted Stock Units are continued, assumed, converted or substituted for, the Restricted Stock Units shall be treated as determined by the Administrator.

6. RESTRICTIONS ON RESALES OF SHARES

The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Stock issued in respect of vested Restricted Stock Units, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

7. INCOME TAXES

The Company shall not deliver shares in respect of any Restricted Stock Units unless and until the Participant has made arrangements satisfactory to the Administrator to satisfy applicable withholding tax obligations. Unless the Participant pays the withholding tax obligations to the Company by cash or check in connection with the delivery of the Common Stock, withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the vesting of the Restricted Stock Units (provided that shares of Common Stock may be withheld only to the extent that such

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withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the delivery of the Restricted Stock Units from any amounts payable by it to the Participant (including, without limitation, future cash wages).

8. NON-TRANSFERABILITY OF AWARD

The Participant represents and warrants that the Restricted Stock Units are being acquired by the Participant solely for the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Participant further understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Administrator, the Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of except other than by will or the laws of descent and distribution and to the extent expressly permitted hereby and at all times in compliance with the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Securities Exchange Commission thereunder, and in compliance with applicable state securities or “blue sky” laws and non-U.S. securities laws.

9. OTHER AGREEMENTS SUPERSEDED

The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Restricted Stock Units. Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are superseded.

10. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon vesting of the Restricted Stock Units. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.

11. GENERAL

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

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The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Administrator in its total and absolute discretion.

12. ELECTRONIC DELIVERY

By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery.

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EX-10.24

Exhibit 10.24

Execution Version

AMENDED AND RESTATED

EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENT

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”).

WHEREAS, the Grantee holds restricted stock units (“RSUs”) with respect to the common stock of Ancestry.com Inc., a Delaware corporation (the “Company”) pursuant to the Ancestry.com Inc. 2009 Stock Incentive Plan (the “Plan”). The RSUs will continue in accordance with this Rollover Agreement upon and following the consummation of the transactions contemplated under the Merger Agreement (as defined below). Each such RSU is set forth on Table I on Appendix A and is herein referred to as a “Rollover RSU”;

WHEREAS, 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 NewCo, respectively;

WHEREAS, in connection with the Merger Agreement, US Holdco and the Grantee entered into the Employee Rollover Restricted Stock Unit Agreement, dated October 21, 2012 (the “First Rollover Agreement”); and

WHEREAS, US Holdco and the Grantee now desire to amend and restate the First Rollover Agreement and NewCo desires to become a party hereto.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the undersigned parties hereto agree to the terms and conditions contained herein.

1. General.

(a)         Exchange.    In connection with the Merger, subject to the modifications and upon the terms and conditions set forth 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 “Investor Interests” (as defined below) in NewCo.

(b)         Assumption of Plans and Agreements.    Each of the Plan and the restricted stock unit agreement(s) pursuant to which the Rollover RSUs were granted (the “Original RSU Agreement(s)”), as modified by this Rollover Agreement, will be assumed by NewCo by action of its board of directors (the “Board”) at the Closing. Upon and following the Closing, references to the “Company” in the Plan and the Original RSU Agreement(s) shall be deemed to

refer to NewCo. Obligations of the Company under the Original RSU Agreement(s), as modified by this Rollover Agreement, will be assumed by NewCo at the Closing. Upon and following the Closing, any references to the “Committee” or the “Administrator” in the Plan or the Original RSU Agreement(s) shall be deemed to refer to the Compensation Committee of the Board, or if no such committee has been appointed, to the Board. The NewCo RSUs shall remain subject to the terms of the Plan (as amended in connection with the Merger), a copy of which the Grantee has received. In addition, each Original RSU Agreement, as modified by this Rollover Agreement, shall continue in effect and govern the terms of the NewCo RSUs attributable to it. Capitalized terms in this Rollover Agreement that are not defined herein shall have the meanings stated in the Plan. In the case of any conflict between the provisions hereof and those of the Plan, unless the context clearly requires otherwise, the provisions hereof shall be controlling.

2. RSU Exchange.

(a)         Each separate grant of Rollover RSUs set forth on Table I of Appendix A shall be exchanged at Closing for a number of NewCo RSUs equal to the product of the number of shares of common stock of the Company that were subject to the Rollover RSU immediately prior to the Closing multiplied by the ratio of the “Merger Consideration” (as defined in the Merger Agreement) to the Investor Interest Value, with the result rounded down to the nearest whole number of Investor Interests. Each NewCo RSU will entitle the Grantee to one Investor Interest or, in the discretion of NewCo, cash in the amount of the Fair Market Value of such Investor Interest as of the date of settlement of such NewCo RSU, or a combination of the foregoing. The “Investor Interest Value” shall mean the price per Investor Interest paid by the Permira Funds to acquire an Investor Interest immediately prior to Closing.

(b)         As soon as reasonably practicable following the Closing Date (as defined in the Merger Agreement), Table II of Appendix A will be completed to set forth the number of NewCo RSUs based on the formula described in Section 2(a) above.

(c)         Notwithstanding anything to the contrary contained in this Rollover Agreement, (i) the Grantee’s obligations under this Rollover Agreement shall not apply with respect to any Rollover RSUs (or portion thereof) that the Grantee forfeits prior to the Closing and Appendix A hereto automatically shall be updated to reflect any such forfeiture, and (ii) in the event that any Rollover RSUs (or portion thereof) vest prior to the Closing, (A) the number of Rollover RSUs shall be decreased by the number of Rollover RSUs (or portion thereof) that so vest and the Grantee shall have no obligations under this Rollover Agreement with respect to such vested Rollover RSUs (or portion thereof), (B) Appendix A hereto automatically shall be updated to reflect the reduction described in the immediately preceding clause (A), and (C) in settlement of such Rollover RSUs (or portion thereof) that so vest, in lieu of the Company issuing the Grantee shares of common stock in settlement of such Rollover RSUs upon vesting, NewCo shall, immediately upon Closing, issue the Grantee a number of Investor Interests equal to the product of the number of shares of common stock of the Company that were subject to the Rollover RSU that vested, multiplied by the ratio of Merger Consideration to the Investor Interest Value, with the result rounded down to the nearest whole number of Investor Interests.

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3.     Vesting and Settlement.    Each separate grant of NewCo RSUs set forth on Table II of Appendix A shall vest and be settled in accordance with the schedule, terms and conditions set forth in the Original RSU Agreement attributable to the Rollover RSUs exchanged for such NewCo RSUs, for the avoidance of doubt, without regard to any provision that would have provided for accelerated vesting upon the Merger. Notwithstanding the foregoing, NewCo RSUs will also vest and be settled upon the termination of Grantee’s employment by the Company without Cause or for Disability, by the Grantee for Good Reason (with the terms Cause and Good Reason being defined in the Grantee’s employment agreement with the Company) or on account of Grantee’s death. For this purpose, “Disability” shall have the meaning given to such term in Grantee’s employment agreement with the Company or, if such term is not defined therein, it shall have the meaning given to such term under the long term disability program of the Company in which Grantee participates.

4.     Rights as a Stockholder.    The Grantee shall not be deemed for any purpose to be the owner of any Investor Interests issuable pursuant to any NewCo RSU unless and until the Company shall have issued Investor Interests to the Grantee. Investor Interests received upon settlement of NewCo RSUs shall not be transferable except as set forth in Section 5 of this Rollover Agreement.

5.     Contribution of Investor Interests.    The Grantee hereby agrees to contribute any Investor Interests received upon settlement of NewCo RSUs to Anvil MIV LLC (the “MIV”) in exchange for an equivalent number of units in the MIV. Such contribution shall be effected pursuant to the terms of a contribution agreement in a form to be provided by the MIV.

6.     Certain Definitions.

(a)        “Fair Market Value” shall mean, as of any date: (a) if the Investor Interests are not listed on a nationally recognized stock exchange, the value of such Investor Interests on that date, as determined by the Committee in its good faith discretion, or (b) if the Investor Interests are listed or admitted to unlisted trading privileges on a nationally recognized stock exchange, the closing price of the Investor Interests as reported on the principal nationally recognized stock exchange on which the Investor Interests traded on such date, or if no Investor Interest prices are reported on such date, the closing price of the Investor Interests on the next preceding date on which there were reported Investor Interest prices.

(b)        “Investor Interest” shall mean an interest in NewCo consisting of one Ordinary Share and one share of each class of Class A Shares (as each such term is defined in the Shareholders Agreement of NewCo), in each case to the extent that shares of such class remain outstanding.

(c)        “Permira Funds” means funds advised by Permira Advisers L.L.C. that are investing in NewCo at the Closing.

7.     Representations and Warranties.

(a)        The Grantee hereby represents and warrants as follows:

(i)        The Grantee has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform his obligations under this Rollover

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Agreement. This Rollover Agreement has been duly executed and delivered by the Grantee and this Rollover Agreement constitutes a valid and binding agreement of the Grantee enforceable against the Grantee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(ii)         The execution, delivery and performance of this Rollover Agreement by the Grantee do not and will not (i) require the Grantee to obtain any consents, registrations, approvals, permits or authorizations from any domestic or foreign governmental or regulatory authority, agency, commission body, court or other legislative, executive or judiciary government entity or (ii) constitute or result in a breach or violation of, or a default under, or result in the creation of a lien on any of the Grantee’s property pursuant to (A) any bond, debenture, note or other evidence of indebtedness or any indenture or other material agreement to which the Grantee is a party or by which the Grantee is bound or to which any of the Grantee’s property may be subject or (B) any law affecting the Grantee.

(iii)         Immediately prior to the Closing, the Grantee will be the record and beneficial owner of the Rollover RSUs set forth on Appendix A hereto, free and clear or any liens.

(iv)         The Grantee has not granted and is not a party to any proxy, voting trust or other agreement which conflicts with any provision of this Rollover Agreement, and the Grantee shall not grant any proxy or become party to any voting trust or other agreement which conflicts with any provision of this Rollover Agreement.

(v)         The Grantee is acquiring the NewCo RSUs for his own account, for investment and not with a view to the sale or distribution thereof, nor with any present intention of distributing or selling the same. The Grantee acknowledges that (i) the NewCo RSUs have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Investor Interests will not be registered under the Securities Act, and, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority, (ii) there is not now and there may never be any public market for the NewCo RSUs or the Investor Interests acquired pursuant to settlement of a NewCo RSU and (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any NewCo RSUs or Investor Interests issued pursuant to any NewCo RSUs.

(vi)         The Grantee is an “accredited investor,” as such term is defined in Rule 501 (a) of Regulation D promulgated under the Securities Act.

(vii)        The Grantee’s knowledge and experience in financial and business matters is such that it is capable of evaluating the merits and risk of the investment in the NewCo RSUs. The Grantee has carefully reviewed the terms and provisions of this Rollover Agreement and has evaluated the restrictions and obligations contained herein and therein. In furtherance of the foregoing, the Grantee represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of NewCo, US Holdco, Merger Sub or any of their subsidiaries or as to the

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desirability or value of an investment in NewCo has been made to the Grantee by or on behalf of NewCo, US Holdco, Merger Sub or any of their subsidiaries, (ii) the Grantee has relied upon his own independent investigation, and the advice of his own counsel, tax advisors and other advisors, regarding the risks of an investment in NewCo and (iii) the Grantee will continue to bear sole responsibility for making his own independent evaluation and monitoring of the risks of his investment in NewCo.

(viii)         The Grantee’s financial situation is such that the Grantee can afford to bear the economic risk of holding the NewCo RSUs and, if acquired following settlement of the NewCo RSUs, the Investor Interests for an indefinite period and the Grantee can afford to suffer the complete loss of his investment in the NewCo RSUs.

  (ix)          The Grantee is not subscribing for the NewCo RSUs as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person or entity not previously known to Grantee in connection with investments in securities generally.

8.     Covenants.

(a)         The Grantee shall not enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with the Grantee’s representations, warranties, covenants and obligations under this Rollover Agreement, or take any action that would reasonably be expected to restrict or otherwise affect the Grantee’s power, authority and right to comply with and perform his obligations under this Rollover Agreement.

9.     Withholding.    NewCo shall have the right to withhold from any cash amounts payable hereunder to the Grantee such amount as shall be sufficient to satisfy all federal, state and local withholding tax requirements relating thereto. Whenever Investor Interests are to be issued pursuant to Section 2(c) or upon settlement of a NewCo RSU, the number of Investor Interests issued to Grantee shall be reduced by the number of Investor Interests having a Fair Market Value on the vesting date equal to the Grantee’s federal, state and local withholding tax requirements.

10.    Counterparts.    This Rollover Agreement may be executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

11.    Amendments and Waivers.    This Rollover Agreement may not be modified or amended, and no provision of this Rollover Agreement may be waived, except by a written instrument signed by NewCo and the Grantee. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach of the same or similar nature.

12.    Specific Performance.    The Grantee acknowledges and agrees that a breach of this Rollover Agreement by the Grantee would cause irreparable damage to NewCo and that NewCo would not have an adequate remedy at law. Accordingly, the obligations of the

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Grantee under this Rollover Agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith.

13.    Assignment.    This Rollover Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each of the parties hereto. For the avoidance of doubt, this Rollover Agreement shall be binding upon the representatives, heirs and estate of the Grantee in the event of the death or incapacity of the Grantee. Any assignment by a party hereto requires consent of the other parties hereto, except that NewCo may assign its rights and obligations hereunder to an Affiliate; provided that no such assignment shall relieve NewCo of its obligations hereunder.

14.    Termination.    This Rollover Agreement shall terminate (a) upon mutual written consent of NewCo, the Company and the Grantee, (b) automatically without any further action of the parties hereto if, at any time prior to the Closing, the Merger Agreement shall have been terminated in accordance with its terms, (c) upon the termination of the Grantee’s employment by the Company without Cause or by the Grantee for Good Reason (as such terms are defined in the Grantee’s employment agreement with the Company), or (d) upon the death of the Grantee prior to Closing, provided that Section 2(c) of this Rollover Agreement shall survive any such termination until fully satisfied and NewCo shall issue Investor Interests in settlement of any Rollover RSUs that vest upon the Grantee’s death as provided in Section 2(c). Except as provided in the immediately preceding sentence, upon any such termination, the rights and obligations of the parties shall terminate and there shall be no liability on the part of NewCo or the Grantee under this Rollover Agreement; provided, that no such termination of this Rollover Agreement shall relieve any party from liability for any willful breach of this Rollover Agreement.

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IN WITNESS WHEREOF, the parties have executed and delivered this Rollover Agreement as of the date(s) set forth below.

GLOBAL GENERATIONS INTERNATIONAL INC.
By:	/s/    Brian Ruder
Name: Brian Ruder
Title: President, Chief Executive Officer, and Secretary

[Signature Page to RSU Rollover Agreement - Hochhauser]

ANCELUX TOPCO S.C.A.
By:	/s/    Séverine Michel
Name:    Acting by Ancelux S.àr.l., its manager
Title:     represented by Séverine Michel, manager

[Signature Page to RSU Rollover Agreement - Hochhauser]

/s/ Howard Hochhauser

Howard Hochhauser

    Date

[Signature Page to RSU Rollover Agreement - Hochhauser]

CONSENT OF SPOUSE

The undersigned spouse of the Grantee has read and hereby approves the terms and conditions of the Plan and this Rollover Agreement. In consideration of the Company’s granting his or her spouse NewCo RSUs as set forth in this Rollover Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Rollover Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned’s spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Rollover Agreement.

/s/ [illegible]

Spouse of the Grantee

¨ Not applicable.

[Spousal Consent to RSU Rollover Agreement - Hochhauser]

APPENDIX A

Name of Grantee: Howard Hochhauser

I. Rollover RSUs

Date of Grant	Number of Rollover RSUs
3/1/2012	100,000

II. NewCo RSUs

Date of Grant of the Original Rollover RSUs to Which the NewCo RSUs are Attributable	Number of NewCo RSUs
3/1/2012	20,646

[Appendix A to RSU Rollover Agreement]

ANCESTRY.COM INC.

GRANT NOTICE FOR 2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNITS

FOR GOOD AND VALUABLE CONSIDERATION, Ancestry.com Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Ancestry.com Inc. 2009 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and provided to Participant, each as amended from time to time. Each restricted stock unit subject to this Award represents the right to receive one share of the Company’s common stock, par value $0.001 (the “Common Stock”), subject to the conditions set forth in this Grant Notice, the Plan and the Standard Terms and Conditions. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Name of Participant:	Howard Hochhauser
Grant Date:	March 01, 2012
Number of restricted stock units subject to the Award:	100,000
Vesting Schedule:	6,250 on March 01, 2013
	6,250 on June 01, 2013
	6,250 on September 01, 2013
	6,250 on December 01, 2013
	6,250 on March 01, 2014
	6,250 on June 01, 2014
	6,250 on September 01, 2014
	6,250 on December 01, 2014
	6,250 on March 01, 2015
	6,250 on June 01, 2015
	6,250 on September 01, 2015
	6,250 on December 01, 2015
	6,250 on March 01, 2016
	6,250 on June 01, 2016
	6,250 on September 01, 2016
	6,250 on December 01, 2016

By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the Standard Terms and Conditions.

ANCESTRY.COM INC.

Participant Signature

By    

Title:   Chief Executive Officer

ANCESTRY.COM INC.

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS

These Standard Terms and Conditions apply to the Award of restricted stock units granted to an employee or a nonemployee director of the Company pursuant to the Ancestry.com Inc. 2009 Stock Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Administrator that specifically refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

1. TERMS OF RESTRICTED STOCK UNITS

Ancestry.com Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”) specified in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

2. VESTING OF RESTRICTED STOCK UNITS

The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice. Notwithstanding anything contained in these Standard Terms and Conditions to the contrary: (i) if the Participant’s Termination of Employment is by reason of death or Disability before all of the Restricted Stock Units have vested, a portion of the Restricted Stock Units shall become vested such that a pro-rata portion of the total number of Restricted Stock Units subject to the Award are vested as of the date of Termination of Employment, and, unless otherwise determined by the Administrator, the remaining Restricted Stock Units shall be forfeited and canceled as of the date of such Termination of Employment, and (ii) except as provided in Section 5 below, if the Participant’s Termination of Employment is for any reason other than death or Disability, any then unvested Restricted Stock Units held by the Participant shall be forfeited and canceled as of the date of such Termination of Employment. For purposes of this Section 2, “pro-rata portion” means a percentage, where the numerator is the portion of the vesting period of the Restricted Stock Units that elapsed prior to the Participant’s Termination of Employment, and the denominator is the full number of days in the vesting period.

3. SETTLEMENT OF RESTRICTED STOCK UNITS

Vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following the vesting of such Restricted Stock Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

4. RIGHTS AS STOCKHOLDER

The Participant shall have no voting rights or the right to receive any dividends with respect to shares of Common Stock underlying Restricted Stock Units unless and until such shares of Common Stock are reflected as issued and outstanding shares on the Company’s stock ledger.

5. CHANGE IN CONTROL

Unless otherwise provided in an employment, severance or other agreement between the Company and the Participant, the following provisions shall apply in the event a Change in Control occurs while the Restricted Stock Units are outstanding:

A. If the Restricted Stock Units are not continued, assumed, converted or substituted for immediately following the Change in Control, the Restricted Stock Units shall become fully vested immediately prior to the Change in Control.

B. If the Restricted Stock Units are continued, assumed, converted or substituted for, the Restricted Stock Units shall be treated as determined by the Administrator.

6. RESTRICTIONS ON RESALES OF SHARES

The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Stock issued in respect of vested Restricted Stock Units, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers,

7. INCOME TAXES

The Company shall not deliver shares in respect of any Restricted Stock Units unless and until the Participant has made arrangements satisfactory to the Administrator to satisfy applicable withholding tax obligations. Unless the Participant pays the withholding tax obligations to the Company by cash or check in connection with the delivery of the Common Stock, withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the vesting of the Restricted Stock Units (provided that shares of Common Stock may be withheld only to the extent that such

withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection wit the delivery of the Restricted Stock Units from any amounts payable by it to the Participant (including, without limitation, future cash wages).

8. NON-TRANSFERABILITY OF AWARD

The Participant represents and warrants that the Restricted Stock Units are being acquired by the Participant solely for the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Participant further understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Administrator, the Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of except other than by will or the laws of descent and distribution and to the extent expressly permitted hereby and at all times in compliance with the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Securities Exchange Commission thereunder, and in compliance with applicable state securities or “blue sky” laws and non-U.S. securities laws.

9. OTHER AGREEMENTS SUPERSEDED

The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Restricted Stock Units. Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are superseded.

10. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon vesting of the Restricted Stock Units. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.

11. GENERAL

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Administrator in its total and absolute discretion.

12. ELECTRONIC DELIVERY

By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery.

EX-10.25

Exhibit 10.25

Execution Version

EMPLOYEE ROLLOVER RESTRICTED STOCK UNIT AGREEMENT

The restricted stock unit holder listed on Appendix A hereto (the “Grantee”) holds restricted stock units (“RSUs”) with respect to the common stock of Ancestry.com Inc., a Delaware corporation (the “Company”) pursuant to the Ancestry.com Inc. 2009 Stock Incentive Plan (the “Plan”). The RSUs will continue in accordance with this Agreement (the “Rollover Agreement”) upon and following the consummation of the transactions contemplated under the Merger Agreement (as defined below). Each such RSU is set forth on Table I on Appendix A and is herein referred to as a “Rollover RSU.” Each of the undersigned parties hereto agrees to the terms and conditions contained herein. This Rollover Agreement shall be subject to and effective upon the occurrence of the Closing (as defined in the Merger Agreement (as defined below)).

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 below), determined as set forth in Section 1(a), subject to the modifications and upon the terms and conditions set forth herein.

The NewCo RSUs shall remain subject to the terms of the Plan (as amended in connection with the Merger), a copy of which the Grantee has received and the restricted stock unit agreement(s) pursuant to which the Rollover RSUs were granted, as modified by this Rollover Agreement. Capitalized terms in this Rollover Agreement that are not defined herein shall have the meanings stated in the Plan. In the case of any conflict between the provisions hereof and those of the Plan, unless the context clearly requires otherwise, the provisions hereof shall be controlling.

1. RSU Exchange.

(a) Each separate grant of Rollover RSUs set forth on Table I of Appendix A shall be exchanged at Closing for a number of NewCo RSUs equal to the product of the number of shares of common stock of the Company that were subject to the Rollover RSU immediately prior to the Closing multiplied by the ratio of the “Merger Consideration” (as defined in the Merger Agreement) to the Investor Interest Value, with the result rounded down to the nearest whole number of Investor Interests. Each NewCo RSU will entitle the Grantee to one Investor Interest or, in the discretion of NewCo, cash in the amount of the Fair Market Value of such Investor Interest as of the date of settlement of such NewCo RSU, or a combination of the foregoing. The “Investor Interest Value” shall mean the price per Investor Interest paid by the Permira Funds to acquire an Investor Interest immediately prior to Closing.

(b) As soon as reasonably practicable following the Closing Date (as defined in the Merger Agreement), Table II of Appendix A will be completed to set forth the number of NewCo RSUs based on the formula described in Section 1(a) above.

(c) Notwithstanding anything to the contrary contained in this Rollover Agreement, (i) the Grantee’s obligations under this Rollover Agreement shall not apply with respect to any Rollover RSUs (or portion thereof) that the Grantee forfeits prior to the Closing and Appendix A hereto automatically shall be updated to reflect any such forfeiture, and (ii) in the event that any Rollover RSUs (or portion thereof) vest prior to the Closing, (A) the number of Rollover RSUs shall be decreased by the number of Rollover RSUs (or portion thereof) that so vest and the Grantee shall have no obligations under this Rollover Agreement with respect to such vested Rollover RSUs (or portion thereof), (B) Appendix A hereto automatically shall be updated to reflect the reduction described in the immediately preceding clause (A), and (C) in settlement of such Rollover RSUs (or portion thereof) that so vest, in lieu of the Company issuing the Grantee shares of common stock in settlement of such Rollover RSUs upon vesting, NewCo shall, immediately upon Closing, issue the Grantee a number of Investor Interests equal to the product of the number of shares of common stock of the Company that were subject to the Rollover RSU that vested, multiplied by the ratio of Merger Consideration to the Investor Interest Value, with the result rounded down to the nearest whole number of Investor Interests.

2. Vesting and Settlement. Each separate grant of NewCo RSUs set forth on Table II of Appendix A shall vest and be settled in accordance with the schedule, terms and conditions set forth in the Original RSU Agreement attributable to the Rollover RSUs exchanged for such NewCo RSUs, for the avoidance of doubt, without regard to any provision that would have provided for accelerated vesting upon the Merger. Notwithstanding the foregoing, NewCo RSUs will also vest and be settled upon the termination of Grantee’s employment by the Company without Cause or for Disability, by the Grantee for Good Reason (with the terms Cause and Good Reason being defined in the Grantee’s employment agreement with the Company) or on account of Grantee’s death. For this purpose, “Disability” shall have the meaning given to such term under the long term disability program of the Company in which the Grantee participates.

3. Rights as a Stockholder. The Grantee shall not be deemed for any purpose to be the owner of any Investor Interests issuable pursuant to any NewCo RSU unless and until the Company shall have issued Investor Interests to the Grantee. Investor Interests received upon settlement of NewCo RSUs shall not be transferable except as set forth in Section 4 of this Rollover Agreement.

4. Contribution of Investor Interests. The Grantee hereby agrees to contribute any Investor Interests received upon settlement of NewCo RSUs to Anvil MIV LLC (the “MIV”) in exchange for an equivalent number (in the aggregate and of each class) of units in the MIV. Such contribution shall be effected pursuant to the terms of a contribution agreement in a form to be provided by the MIV.

5. Certain Definitions.

(a) “Fair Market Value” shall mean, as of any date: (a) if the Investor Interests are not listed on a nationally recognized stock exchange, the value of such Investor Interests on

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that date, as determined by the Committee in its good faith discretion, or (b) if the Investor Interests are listed or admitted to unlisted trading privileges on a nationally recognized stock exchange, the closing price of the Investor Interests as reported on the principal nationally recognized stock exchange on which the Investor Interests traded on such date, or if no Investor Interest prices are reported on such date, the closing price of the Investor Interests on the next preceding date on which there were reported Investor Interest prices.

(b) “Investor Interest” shall mean an interest in NewCo consisting of one Ordinary Share and one share of each class of Class A Shares (as each such term is defined in the Shareholders Agreement of NewCo), in each case to the extent that shares of such class remain outstanding.

(c) “Permira Funds” means funds advised by Permira Advisers L.L.C. that are investing in NewCo at the Closing.

6. Representations and Warranties.

(a) The Grantee hereby represents and warrants as follows:

(i) The Grantee has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform his obligations under this Rollover Agreement. This Rollover Agreement has been duly executed and delivered by the Grantee and this Rollover Agreement constitutes a valid and binding agreement of the Grantee enforceable against the Grantee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(ii) The execution, delivery and performance of this Rollover Agreement by the Grantee do not and will not (i) require the Grantee to obtain any consents, registrations, approvals, permits or authorizations from any domestic or foreign governmental or regulatory authority, agency, commission body, court or other legislative, executive or judiciary government entity or (ii) constitute or result in a breach or violation of, or a default under, or result in the creation of a lien on any of the Grantee’s property pursuant to (A) any bond, debenture, note or other evidence of indebtedness or any indenture or other material agreement to which the Grantee is a party or by which the Grantee is bound or to which any of the Grantee’s property may be subject or (B) any law affecting the Grantee.

(iii) Immediately prior to the Closing, the Grantee will be the record and beneficial owner of the Rollover RSUs set forth on Appendix A hereto, free and clear or any liens.

(iv) The Grantee has not granted and is not a party to any proxy, voting trust or other agreement which conflicts with any provision of this Rollover Agreement, and the Grantee shall not grant any proxy or become party to any voting trust or other agreement which conflicts with any provision of this Rollover Agreement.

(v) The Grantee is acquiring the NewCo RSUs for his own account, for investment and not with a view to the sale or distribution thereof, nor with any present

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intention of distributing or selling the same. The Grantee acknowledges that (i) the NewCo RSUs have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Investor Interests will not be registered under the Securities Act, and, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority, (ii) there is not now and there may never be any public market for the NewCo RSUs or the Investor Interests acquired pursuant to settlement of a NewCo RSU and (iii) Rule 144 promulgated under the Securities Act is not presently available with respect to the sale of any NewCo RSUs or Investor Interests issued pursuant to any NewCo RSUs.

(vi) The Grantee has executed and returned to NewCo a questionnaire in the form attached hereto as Appendix B for purposes of determining whether the Grantee is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(vii) The Grantee’s knowledge and experience in financial and business matters is such that it is capable of evaluating the merits and risk of the investment in the NewCo RSUs. The Grantee has carefully reviewed the terms and provisions of this Rollover Agreement and has evaluated the restrictions and obligations contained herein and therein. In furtherance of the foregoing, the Grantee represents and warrants that (i) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of NewCo, US Holdco, Merger Sub or any of their subsidiaries or as to the desirability or value of an investment in NewCo has been made to the Grantee by or on behalf of NewCo, US Holdco, Merger Sub or any of their subsidiaries, (ii) the Grantee has relied upon his own independent investigation, and the advice of his own counsel, tax advisors and other advisors, regarding the risks of an investment in NewCo and (iii) the Grantee will continue to bear sole responsibility for making his own independent evaluation and monitoring of the risks of his investment in NewCo.

(viii) The Grantee’s financial situation is such that the Grantee can afford to bear the economic risk of holding the NewCo RSUs and, if acquired following settlement of the NewCo RSUs, the Investor Interests for an indefinite period and the Grantee can afford to suffer the complete loss of his investment in the NewCo RSUs.

(ix) The Grantee is not subscribing for the NewCo RSUs as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person or entity not previously known to Grantee in connection with investments in securities generally.

7. Covenants. The Grantee shall not enter into any agreement, arrangement or understanding with any Person, or take any other action, that violates or conflicts with the Grantee’s representations, warranties, covenants and obligations under this Rollover Agreement, or take any action that would reasonably be expected to restrict or otherwise affect the Grantee’s power, authority and right to comply with and perform his obligations under this Rollover Agreement.

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8. Withholding. NewCo shall have the right to withhold from any cash amounts payable hereunder to the Grantee such amount as shall be sufficient to satisfy all federal, state and local withholding tax requirements relating thereto. Whenever Investor Interests are to be issued pursuant to Section 1(c) or upon settlement of a NewCo RSU, the number of Investor Interests issued to Grantee shall be reduced by the number of Investor Interests having a Fair Market Value on the vesting date equal to the Grantee’s federal, state and local withholding tax requirements.

9. Counterparts. This Rollover Agreement may be executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

10. Amendments and Waivers. This Rollover Agreement may not be modified or amended, and no provision of this Rollover Agreement may be waived, except by a written instrument signed by NewCo and the Grantee. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach of the same or similar nature.

11. Specific Performance. The Grantee acknowledges and agrees that a breach of this Rollover Agreement by the Grantee would cause irreparable damage to NewCo and that NewCo would not have an adequate remedy at law. Accordingly, the obligations of the Grantee under this Rollover Agreement shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith.

12. Assignment. This Rollover Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of each of the parties hereto. For the avoidance of doubt, this Rollover Agreement shall be binding upon the representatives, heirs and estate of the Grantee in the event of the death or incapacity of the Grantee. Any assignment by a party hereto requires consent of the other parties hereto, except that NewCo may assign its rights and obligations hereunder to an Affiliate; provided that no such assignment shall relieve NewCo of its obligations hereunder.

13. Termination. This Rollover Agreement shall terminate (a) upon mutual written consent of NewCo, the Company and the Grantee, (b) automatically without any further action of the parties hereto if, at any time prior to the Closing, the Merger Agreement shall have been terminated in accordance with its terms, (c) upon the termination of the Grantee’s employment by the Company without Cause or by the Grantee for Good Reason, or (d) upon the death of the Grantee prior to Closing, provided that Section 1 (c) of this Rollover Agreement shall survive any such termination until fully satisfied and NewCo shall issue Investor Interests in settlement of any Rollover RSUs that vest upon the Grantee’s death as provided in Section 1(c). Except as provided in the immediately preceding sentence, upon any such termination, the rights and obligations of the parties shall terminate and there shall be no liability on the part of NewCo or the Grantee under this Rollover Agreement; provided, that no such termination of this Rollover Agreement shall relieve any party from liability for any willful breach of this Rollover Agreement.

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IN WITNESS WHEREOF, the parties have executed and delivered this Rollover Agreement as of the date(s) set forth below.

ANCELUX TOPCO S.C.A.
By:	/s/ Séverine Michel
Name:	acting by Ancelux S.à r.l., its Manager
Title:	represented by Séverine Michel, Manager

[Signature Page to RSU Rollover Agreement - Sorensen]

/s/ Scott Sorensen

Scott Sorensen

12/27/12

Date

[Signature Page to RSU Rollover Agreement - Sorensen]

CONSENT OF SPOUSE

The undersigned spouse of the Grantee has read and hereby approves the terms and conditions of the Plan and this Rollover Agreement. In consideration of the Company’s granting his or her spouse NewCo RSUs as set forth in this Rollover Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Rollover Agreement and further agrees that any community property interest shall be similarly bound. The undersigned hereby appoints the undersigned’s spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Rollover Agreement.

/s/ Brenda Sorensen

Spouse of the Grantee

¨ Not applicable.

[Spousal Consent to RSU Rollover Agreement - Sorensen]

APPENDIX A

Name of Grantee: Scott Sorensen

I. Rollover RSUs

Date of Grant	Number of Rollover RSUs
3/1/2012	75,000
3/1/2011	17,954

II. NewCo RSUs

Date of Grant of the Original Rollover RSUs to Which the NewCo RSUs are Attributable	Number of NewCo RSUs
3/1/2012	15,484
3/1/2011	3,706

[Appendix A to RSU Rollover Agreement]

APPENDIX B

ACCREDITED INVESTOR QUESTIONNAIRE

Please check any and all boxes that apply. You must check at least one box:

¨ (i) Your individual net worth, or joint net worth with your spouse, as of the date indicated below, exceeds $1,000,000;

For purposes of this paragraph (i), “net worth” means your assets (excluding the value of your primary residence) minus your liabilities (excluding any debt secured by your primary residence), provided that:

1) if the amount of the debt secured by your primary residence is greater than the estimated fair market value of your primary residence, you must include such excess amount as a liability;

2) if you borrowed any amount secured by your primary residence within the 60 day period prior to the date indicated below, you must include such amount as a liability, unless such borrowing results from the acquisition of your primary residence. If you cease to have at least $1,000,000 in net worth for any reason between the date indicated below and the date of your equity purchase or the date your equity award is made, as applicable, including by reason of borrowing additional amounts secured by your primary residence, you must notify the company of your change in status.

¨ (ii) You had individual income¹ in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of those years, and you have a reasonable expectation of reaching the same income level in the current year; or

¨ (iii) None of the statements above apply.

Name (printed):

Name (signed):

State of Residence:

Date:

¹ The term “individual income” means adjusted gross income as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse), and the term “joint income” means adjusted gross income as reported for federal income tax purposes, including any income attributable to a spouse or to a property owned by a spouse, increased by the following amounts (including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any interest income received which is tax exempt under section 103 of the Internal Revenue Code; (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040); and (iii) any deduction claimed for depletion under section 611 et seq. of the Internal Revenue Code.

ANCESTRY.COM INC.

GRANT NOTICE FOR 2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNITS

FOR GOOD AND VALUABLE CONSIDERATION, Ancestry.com Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Ancestry.com Inc, 2009 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and provided to Participant, each as amended from time to time. Each restricted stock unit subject to this Award represents the right to receive one share of the Company’s common stock, par value $0.001 (the “Common Stock”), subject to the conditions set forth in this Grant Notice, the Plan and the Standard Terms and Conditions. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Name of Participant:	Scott Sorensen
Grant Date:	March 01, 2012
Number of restricted stock units subject to the Award:	75,000
Vesting Schedule:	18,750 on March 01, 2013
	4.687 on June 01, 2013
	4.688 on September 01, 2013
	4.687 on December 01, 2013
	4.688 on March 01, 2014
	4.687 on June 01, 2014
	4.688 on September 01, 2014
	4.687 on December 01, 2014
	4.688 on March 01, 2015
	4.687 on June 01, 2015
	4.688 on September 01, 2015
	4.687 on December 01, 2015
	4.688 on March 01, 2016

By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the Standard Terms and Conditions.

ANCESTRY.COM INC.
		Participant Signature
By
Title:	Chief Executive Officer

ANCESTRY.COM INC.

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS

These Standard Terms and Conditions apply to the Award of restricted stock units granted to an employee or a nonemployee director of the Company pursuant to the Ancestry.com Inc. 2009 Stock Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Administrator that specifically refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

1. TERMS OF RESTRICTED STOCK UNITS

Ancestry.com Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”) specified in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

2. VESTING OF RESTRICTED STOCK UNITS

The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice. Notwithstanding anything contained in these Standard Terms and Conditions to the contrary: (i) if the Participant’s Termination of Employment is by reason of death or Disability before all of the Restricted Stock Units have vested, a portion of the Restricted Stock Units shall become vested such that a pro-rata portion of the total number of Restricted Stock Units subject to the Award are vested as of the date of Termination of Employment, and, unless otherwise determined by the Administrator, the remaining Restricted Stock Units shall be forfeited and canceled as of the date of such Termination of Employment, and (ii) except as provided in Section 5 below, if the Participant’s Termination of Employment is for any reason other than death or Disability, any then unvested Restricted Stock Units held by the Participant shall be forfeited and canceled as of the date of such Termination of Employment. For purposes of this Section 2, “pro-rata portion” means a percentage, where the numerator is the portion of the vesting period of the Restricted Stock Units that elapsed prior to the Participant’s Termination of Employment, and the denominator is the full number of days in the vesting period.

3. SETTLEMENT OF RESTRICTED STOCK UNITS

Vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following the vesting of such Restricted Stock Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

4. RIGHTS AS STOCKHOLDER

The Participant shall have no voting rights or the right to receive any dividends with respect to shares of Common Stock underlying Restricted Stock Units unless and until such shares of Common Stock are reflected as issued and outstanding shares on the Company’s stock ledger.

5. CHANGE IN CONTROL

Unless otherwise provided in an employment, severance or other agreement between the Company and the Participant, the following provisions shall apply in the event a Change in Control occurs while the Restricted Stock Units are outstanding:

A. If the Restricted Stock Units are not continued, assumed, converted or substituted for immediately following the Change in Control, the Restricted Stock Units shall become fully vested immediately prior to the Change in Control.

B. If the Restricted Stock Units are continued, assumed, converted or substituted for, the Restricted Stock Units shall be treated as determined by the Administrator.

6. RESTRICTIONS ON RESALES OF SHARES

The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Stock issued in respect of vested Restricted Stock Units, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

7. INCOME TAXES

The Company shall not deliver shares in respect of any Restricted Stock Units unless and until the Participant has made arrangements satisfactory to the Administrator to satisfy applicable withholding tax obligations. Unless the Participant pays the withholding tax obligations to the Company by cash or check in connection with the delivery of the Common Stock, withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the vesting of the Restricted Stock Units (provided that shares of Common Stock may be withheld only to the extent that such

withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection wit the delivery of the Restricted Stock Units from any amounts payable by it to the Participant (including, without limitation, future cash wages).

8. NON-TRANSFERABILITY OF AWARD

The Participant represents and warrants that the Restricted Stock Units are being acquired by the Participant solely for the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Participant further understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Administrator, the Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of except other than by will or the laws of descent and distribution and to the extent expressly permitted hereby and at all times in compliance with the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Securities Exchange Commission thereunder, and in compliance with applicable state securities or “blue sky” laws and non-U.S. securities laws.

9. OTHER AGREEMENTS SUPERSEDED

The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Restricted Stock Units. Any prior agreements, commitments or negotiations concerning the Restricted Stock Units are superseded.

10. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon vesting of the Restricted Stock Units. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.

11. GENERAL

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect.

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Administrator in its total and absolute discretion.

12. ELECTRONIC DELIVERY

By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery.

ANCESTRY.COM INC.

GRANT NOTICE FOR 2009 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNITS

FOR GOOD AND VALUABLE CONSIDERATION, Ancestry.com Inc. (the “Company”), hereby grants to Participant named below the number of restricted stock units specified below (the “Award”), upon the terms and subject to the conditions set forth in this Grant Notice, the Ancestry.com Inc. 2009 Stock Incentive Plan (the “Plan”) and the Standard Terms and Conditions (the “Standard Terms and Conditions”) adopted under such Plan and provided to Participant, each as amended from time to time. Each restricted stock unit subject to this Award represents the right to receive one share of the Company’s common stock, par value $0,001 (the “Common Stock”), subject to the conditions set forth in this Grant Notice, the Plan and the Standard Terms and Conditions. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions.

Name of Participant:	Scott Sorensen
Grant Date:	March 1,2031
Number of restricted stock units subject to the Award:	$750,000/23,938 units
Vesting Schedule:	The Restricted Stock Units shall vest according to the following schedule: vesting will begin on 3/1/2012 at 1/36 per month

By accepting this Grant Notice, Participant acknowledges that he or she has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the Standard Terms and Conditions.

ANCESTRY.COM INC.
		Participant Signature
By
Title:		Address (please print):

ANCESTRY.COM INC.

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS

These Standard Terms and Conditions apply to the Award of restricted stock units granted to an employee or a nonemployee director of the Company pursuant to the Ancestry.com Inc. 2009 Stock Incentive Plan (the “Plan”), which are evidenced by a Grant Notice or an action of the Administrator that specifically refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the restricted stock units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

1. TERMS OF RESTRICTED STOCK UNITS

Ancestry.com Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Grant Notice provided to said Participant herewith (the “Grant Notice”) an award of a number of restricted stock units (the “Award” or the “Restricted Stock Units”) specified in the Grant Notice. Each Restricted Stock Unit represents the right to receive one share of the Company’s common stock, $0,001 par value per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions, and the Plan, each as amended from time to time. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.

2. VESTING OF RESTRICTED STOCK UNITS

The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice. Notwithstanding anything contained in these Standard Terms and Conditions to the contrary: (i) if the Participant’s Termination of Employment is by reason of death or Disability before all of the Restricted Stock Units have vested, a portion of the Restricted Stock Units shall become vested such that a pro-rata portion of the total number of Restricted Stock Units subject to the Award arc vested as of the date of Termination of Employment, and, unless otherwise determined by the Administrator, the remaining Restricted Stock Units shall be forfeited and canceled as of the date of such Termination of Employment, and (ii) except as provided in Section 5 below, if the Participant’s Termination of Employment is for any reason other than death or Disability, any then unvested Restricted Stock Units held by the Participant shall be forfeited and canceled as of the date of such Termination of Employment. For purposes of this Section 2, “pro-rata portion” means a percentage, where the numerator is the portion of the vesting period of the Restricted Stock Units that elapsed prior to the Participant’s Termination of Employment, and the denominator is the full number of days in the vesting period.

3. SETTLEMENT OF RESTRICTED STOCK UNITS

Vested Restricted Stock Units shall be settled by the delivery to the Participant or a designated brokerage firm of one share of Common Stock per vested Restricted Stock Unit as soon as reasonably practicable following the vesting of such Restricted Stock Units, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

4. RIGHTS AS STOCKHOLDER

The Participant shall have no voting rights or the right to receive any dividends with respect to shares of Common Stock underlying Restricted Stock Units unless and until such shares of Common Stock are reflected as issued and outstanding shares on the Company’s stock ledger.

5. CHANGE IN CONTROL

Unless otherwise provided in an employment, severance or other agreement between the Company and the Participant, the following provisions shall apply in the event a Change in Control occurs while the Restricted Stock Units are outstanding:

A. If the Restricted Stock Units are not continued, assumed, converted or substituted for immediately following the Change in Control, the Restricted Stock Units shall become fully vested immediately prior to the Change in Control.

B. If the Restricted Stock Units are continued, assumed, converted or substituted for, the Restricted Stock Units shall be treated as determined by the Administrator.

6. RESTRICTIONS ON RESALES OF SHARES

The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Common Stock issued in respect of vested Restricted Stock Units, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

7. INCOME TAXES

The Company shall not deliver shares in respect of any Restricted Stock Units unless and until the Participant has made arrangements satisfactory to the Administrator to satisfy applicable withholding tax obligations. Unless the Participant pays the withholding tax obligations to the Company by cash or check in connection with the delivery of the Common Stock, withholding may be effected, at the Company’s option, by withholding Common Stock issuable in connection with the vesting of the Restricted Stock Units (provided that shares of Common Stock may be withheld only to the extent that such

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withholding will not result in adverse accounting treatment for the Company). The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection wit the delivery of the Restricted Stock Units from any amounts payable by it to the Participant (including, without limitation, future cash wages).

8. NON-TRANSFERABILITY OF AWARD

The Participant represents and warrants that the Restricted Stock Units are being acquired by the Participant solely for the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Participant further understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Administrator, the Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of except other than by will or the laws of descent and distribution and to the extent expressly permitted hereby and at all times in compliance with the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Securities Exchange Commission thereunder, and in compliance with applicable state securities or “blue sky” laws and non-U.S. securities laws.

9. OTHER AGREEMENTS SUPERSEDED

The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Restricted Stock Units. Any prior agreements, commitments or negotiations concerning the Restricted Stock Units arc superseded.

10. LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS

Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person upon vesting of the Restricted Stock Units. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s right to terminate the Participant’s employment at any time for any reason.

11. GENERAL

In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

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The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affcct its meaning, construction or effect.

These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.

All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Administrator in its total and absolute discretion.

12. ELECTRONIC DELIVERY

By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery.

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EX-10.26

Exhibit 10.26

GENERAL FORM

ANCELUX TOPCO S.C.A.

INVESTOR INTEREST OPTION AGREEMENT

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”).

Section 1. Grant of Option. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part of an aggregate of such number of Investor Interests (“Option Investor Interests”) as is set forth on Appendix A hereto (subject to adjustment as provided in Section 9 of the Ancelux Topco S.C.A. Equity Incentive Plan (the “Plan”)) on the terms and conditions set forth in this Agreement and in the Plan, a copy of which is being delivered to the Optionee concurrently herewith and is made a part hereof as if fully set forth herein. The grant shall be effective upon the execution of this Agreement by both parties hereto. Except as otherwise defined herein, capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. The Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

Section 2. Purchase Price. The price (the “Option Price”) at which the Optionee shall be entitled to purchase Investor Interests upon the exercise of the Option shall be the price per Investor Interests set forth on Appendix A hereto (pursuant to Section 5.2 and subject to adjustment as provided in Section 9 of the Plan).

Section 3. Term of Option. The Option shall be exercisable to the extent and in the manner provided herein until the close of business on the day preceding the tenth (10^th) anniversary of the Date of Grant (the “Term”); provided, however, that the Option may be earlier terminated as provided in Section 6, 7 or 8 hereof.

Section 4. Vesting and Exercisability of Option. Subject to the provisions of this Agreement and the Plan, the Option shall vest and become exercisable as to 5% of the Investor Interests subject to the Option on each of the first 20 quarterly anniversaries of January 1, 2013, such that 100% of the Investor Interests subject to the Option shall be vested on the fifth anniversary of January 1, 2013. The portion of the Option which has become vested and exercisable as described in this Section 4 is hereinafter referred to as the “Vested Portion.”

Section 5. Manner of Exercise and Payment; Contribution of Acquired Investor Interests.

5.1. Notice of Exercise. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice in such form as the Committee may require from time to time (the “Exercise Notice”), from the Optionee to the Company. The Exercise Notice shall state that the Optionee is electing to exercise the Option,

shall set forth the number of Option Investor Interests in respect of which the Option is being exercised (the “Purchased Investor Interests”) and shall be signed by the Optionee or, where applicable, by the Optionee’s legal representative.

5.2. Deliveries. The Exercise Notice described in Section 5.1 shall be accompanied by payment of the full Option Price for the Option Investor Interests in respect of which the Option is being exercised, together with any withholding taxes that may be due as a result of the exercise of the Option, such payment to be made by delivery to the Company of (a) a certified or bank check payable to the order of the Company or (b) cash by wire transfer or other immediately available funds to an account designated by the Company. Notwithstanding the foregoing, upon the Optionee’s exercise of the Option during the Post-Termination Exercise Period (as defined below) following the Optionee’s Termination (i) by the Company or one of its Subsidiaries without Cause or (ii) due to the Optionee’s death or Disability, the Optionee shall be permitted to pay the aggregate Option Price by electing to reduce the number of Purchased Investor Interests to be issued upon such exercise by that number of Investor Interests having a Fair Market Value on the date of exercise equal to the aggregate Option Price in respect of the Purchased Investor Interests.

5.3. Issuance of Investor Interests. Subject to Section 15.2 of the Plan, upon receipt of the Exercise Notice and full payment for the Option Investor Interests in respect of which the Option is being exercised in the manner permitted by Section 5.2, the Company shall take such action as may be necessary under applicable law to cause the issuance to the Optionee of the number of Option Investor Interests as to which the Option was exercised and the Optionee shall cooperate to the fullest extent requested by the Company (including by executing such documents and providing such information) as may be necessary to effect the issuance of such Option Investor Interests in compliance with all applicable law. If the Optionee fails to make any of the deliveries required by Section 5.2 of this Agreement, the Optionee’s exercise shall not be given effect and the Investor Interests shall not be issued to the Optionee.

5.4. Rights as a Shareholder. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Option Investor Interests unless and until: (a) the Option shall have been exercised in accordance with the terms of this Agreement and the Optionee shall have paid the full Option Price for the number of Option Investor Interests in respect of which the Option was exercised in the manner permitted by Section 5.2 and any withholding taxes due and (b) the Company shall have issued the Option Investor Interests to the Optionee. The Optionee may not sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any Option Investor Interests (except pursuant to Section 5.5 hereof). Any attempted sale, transfer, assignment, exchange, pledge or other disposition of the Option Investor Interests will be void ab initio.

5.5. Contribution of Investor Interests. Notwithstanding any other provision of this Agreement, immediately following the Optionee’s receipt of Option Investor Interests pursuant to the terms of this Agreement, the Optionee shall be required to contribute the Option Investor Interests to the MIV in exchange for an equivalent number of units in the MIV. Such contribution shall be effected pursuant to the terms of a contribution agreement in a form to be provided by the MIV at the time of the contribution.

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5.6. Adjustments. Any adjustments made pursuant to Section 9 of the Plan will be structured in a manner that is intended not to (A) have any disproportionately adverse impact on the Optionee, (B) result in immediate taxation (or taxation on vesting of options) to the Optionee or (C) result in adverse tax consequences under Section 409A of the Code or Section 457A of the Code.

Section 6. Termination.

6.1. Termination. If the Optionee Terminates, (a) the Option, other than the Vested Portion of the Option, shall terminate and be of no further force and effect as of and following the close of business on the date of such Termination, and (b) the Vested Portion of the Option shall be exercisable by the Optionee during the “Post-Termination Exercise Period,” but in no event after the expiration of the Term. Any portion of the Vested Portion of the Option that, following the Optionee’s Termination, is not exercised prior to the expiration of the Post-Termination Exercise Period shall terminate at the end of the Post-Termination Exercise Period (or, if earlier, the expiration of the Term). Notwithstanding anything in this Agreement or the Plan to the contrary, the Option, whether or not exercisable, shall immediately terminate upon a Termination of the Optionee by the Company or one of its Subsidiaries for Cause.

6.2. “Post-Termination Exercise Period” shall mean the period commencing on the Optionee’s Termination and ending on the first to occur of (i) the first anniversary of the Optionee’s Termination due to death or Disability or (ii) the date that is three months following the Optionee’s Termination for any other reason.

Section 7. Prohibited Activities. In consideration of and as a condition to the grant of the Option, the Optionee agrees to the following covenants:

7.1. No Sale or Transfer. The Optionee shall not sell, transfer, assign, grant a participation in, gift, hypothecate, encumber, mortgage, create any lien, pledge, exchange or otherwise dispose of the Option or any portion thereof other than to the extent permitted by Section 8.2 of the Plan.

7.2. Right to Terminate Option. The Optionee understands and agrees that the Company has granted this Option to the Optionee to reward the Optionee for the Optionee’s future efforts and loyalty to the Company and its Affiliates by giving the Optionee the opportunity to participate in the potential future appreciation of the Company. Accordingly, if (a) the Optionee materially violates the Optionee’s obligations under any Restrictive Agreement to which the Optionee is a party, or (b) the Optionee engages in any activity prohibited by Section 7.1 of this Agreement, or (c) the Optionee is convicted of a felony against the Company or any of its Affiliates, then, in addition to any other rights and remedies available to the Company, the Company shall be entitled, at its option, exercisable by written notice, to terminate the Option (including the Vested Portion of the Option), or any unexercised portion thereof, which shall be of no further force and effect. “Restrictive Agreement” shall mean any agreement between the Company or any of its Subsidiaries and the Optionee that contains non-competition, non-solicitation, non-hire, non-disparagement, or confidentiality restrictions applicable to the Optionee.

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7.3. Remedies. The Optionee specifically acknowledges and agrees that its remedies under this Section 7 shall not prevent the Company or any of its Subsidiaries from seeking injunctive or other equitable relief in connection with the Optionee’s breach of any Restrictive Agreement. In the event that the provisions of this Section 7 should ever be deemed to exceed the limitation provided by applicable law, then the Optionee and the Company agree that such provisions shall be reformed to set forth the maximum limitations permitted.

Section 8. Corporate Transaction; Change in Control.

8.1. Corporate Transaction. In the event of a Corporate Transaction that is not a Change in Control, such Corporate Transaction shall instead be treated as a Change in Capitalization and the provisions of Section 9 of the Plan shall apply. In the event of a Corporate Transaction that is a Change in Control, Section 10 of the Plan will apply except to the extent modified herein.

8.2. Change in Control. Upon a Change in Control, the Company agrees that it will use its best efforts to secure the assumption of the unvested portion (if any) of the Option by the acquiring or succeeding entity in the transaction, or the substitution of the unvested portion (if any) of the Option for an option or other equity award with respect to the securities of such acquiring or succeeding entity. Any such assumed or substituted award shall continue to vest in accordance with the schedule set forth in Section 4 of this Agreement, subject to the Optionee’s continued employment with the acquiring or succeeding entity (or an Affiliate thereof) (such entity, the “Post-CIC Employer”). Notwithstanding the foregoing, if (i) the Optionee’s employment with the Post-CIC Employer terminates for any reason other than by the Optionee for any reason, or by the Post-CIC Employer other than for Cause, any portion of the Option that remains unvested as of the date of such termination shall become fully vested as of such date (or if a Termination occurs in contemplation of a Change in Control, vesting will be accelerated to the date of the Change in Control, subject to the occurrence of a Change in Control) (“Post-CIC Acceleration”) and (ii) if the Optionee’s employment is Terminated by the Optionee for any reason or by the Post-CIC Employer for Cause, the Optionee will forfeit any Options that remain unvested as of the date of Termination (“Post-CIC Forfeiture”). If the Company is not able to secure the assumption or substitution of any unvested portion of the Option upon a Change in Control, the Company shall, in cancellation of such unvested portion, pay to the Optionee the amount to which the Optionee would have been entitled had the unvested portion been cancelled upon the Change in Control (the “Cash-Out Payment”). The Optionee shall be required to deposit the after-tax amount of the Cash-Out Payment into an escrow (the “Escrow Amount”), which shall continue to vest in accordance with the schedule set forth in Section 4 of this Agreement, subject to the Optionee’s continued employment with the Post-CIC Employer. The Company shall use commercially reasonable efforts to ensure that the Escrow Amount is deposited in an interest-bearing account. An allocable portion of the Escrow Amount (including any interest thereon) shall be distributed to the Optionee at the time the portion of the Option to which such portion of the Escrow Amount is attributable would have otherwise vested pursuant to Section 4 of this Agreement. If, prior to a distribution of the entire Escrow Amount (i) an event that would have given rise to a Post-CIC Acceleration occurs, the Optionee will be entitled to the unpaid portion of the Escrow Amount upon the date of such termination and (ii) an event that would have given rise to a Post-CIC Forfeiture occurs, the Optionee shall forfeit any unpaid

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portion of the Escrow Amount. For purposes of this Section 8, a Termination will be considered to be in contemplation of a Change in Control if such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control and a Change in Control involving such third party does occur or such termination otherwise occurs in connection with a potential Change in Control and such Change in Control does occur.

8.3. Effect of Certain Transactions. The provisions of Section 10.3(c) of the Plan shall apply to this Option only to the extent any such letter of transmittal or similar acknowledgment does not impose any material additional conditions or restrictions on the Optionee’s receipt of the payments to which the Optionee is entitled as a result of the Corporate Transaction.

Section 9. Miscellaneous.

9.1. Acknowledgment. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof as the same may be amended from time to time. The Optionee hereby acknowledges that the Optionee has reviewed the Plan and this Agreement and understands the Optionee’s rights and obligations thereunder and hereunder. The Optionee also acknowledges that the Optionee has been provided with such information concerning the Company, the Plan and this Agreement as the Optionee and the Optionee’s advisors have requested.

9.2. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws (excluding conflict of laws rules and principles) of the State of Utah applicable to agreements made and to be performed entirely within such State, including all matters of construction, validity and performance.

(b) Submission to Jurisdiction; Waiver of Jury Trial. Any litigation against any party to this Agreement arising out of or in any way relating to this Agreement shall be brought in any U.S. federal or state court located in the State of New York in New York County and each of the parties hereby submits to the exclusive jurisdiction of such courts for the purpose of any such litigation; provided, that a final judgment in any such litigation shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably and unconditionally agrees not to assert (a) any objection which it may ever have to the laying of venue of any such litigation in any U.S. federal or state court located in the State of New York in New York County, (b) any claim that any such litigation brought in any such court has been brought in an inconvenient forum and (c) any claim that such court does not have jurisdiction with respect to such litigation. To the extent that service of process by mail is permitted by applicable law, each party irrevocably consents to the service of process in any such litigation in such courts by the mailing of such process by registered or certified mail, postage prepaid, at its address for notices provided for herein. Each party hereto irrevocably and unconditionally waives any right to a trial by jury and agrees that either of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained-for agreement among the parties irrevocably to waive its right to trial by jury in any litigation.

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9.3. Specific Performance. Each of the parties agrees that any breach of the terms of this Agreement will result in irreparable injury and damage to the other parties, for which there is no adequate remedy at law. Each of the parties therefore agrees that in the event of a breach or any threat of breach, the other parties shall be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach or continued breach, and/or compelling specific performance of the Agreement, without having to prove the inadequacy of money damages as a remedy or balancing the equities between the parties. Such remedies shall be in addition to any other remedies (including monetary damages) to which the other parties may be entitled at law or in equity. Each party hereby waives any requirement for the securing or posting of any bond in connection with any such equitable remedy.

9.4. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

9.5. Notice. Unless otherwise provided herein, all notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made (a) as of the date delivered, if delivered personally or by email, (b) on the date the delivering party receives confirmation, if delivered by facsimile, (c) three (3) business days after being mailed by registered or certified mail (postage prepaid, return receipt requested) or (d) one (1) business day after being sent by overnight courier (providing proof of delivery), to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section:

(a) If to the Company:

Ancelux Topco S.C.A.

c/o Ancestry.com Inc.

360 West 4800 North

Attention: William Stern, General Counsel

With a copy to (which shall not constitute notice):

Ancelux Topco S.C.A.

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282, route de LongwyL-1940 Luxembourg

Attention: Manager

With a copy to (which shall not constitute notice):

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Facsimile: (212) 859-4000

Attention: Jeffrey Ross, Esq.

(b) If to the Optionee, at the most recent address and facsimile number contained in the Company’s records.

9.6. Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and any of their respective successors, personal representatives and permitted assigns who agree in writing to be bound by the terms hereof. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by the Optionee without the prior written consent of the Company. In addition, the Investor Group shall be a third party beneficiary of this Agreement and shall be entitled to enforce this Agreement. In connection with the transfer of any securities of the Company held by the Investor Group, the Investor Group shall be entitled to assign its rights and obligations hereunder to an Affiliate of any of the Investor Group and, to the extent permitted by the Plan, to a third party.

9.7. Amendments and Waivers. Subject to applicable law, this Agreement and any of the provisions hereof may be amended, modified, or supplemented, in whole or in part, only in a writing signed by all parties hereto. The waiver by a party hereto of a breach by another party hereto of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach by such other party or as a waiver of any other or subsequent breach by such other party, except as otherwise explicitly provided for in the writing evidencing such waiver. The waiver by a party hereto of a breach by any party hereto of any provision of this Agreement shall not operate or be construed as a waiver of such breach by any other party hereto except as otherwise explicitly provided for in the writing evidencing such waiver. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

9.8. Counterparts. This Agreement may be executed by .pdf or facsimile signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

- 7 -

9.9. Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersede all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

9.10. Withholding. Whenever Investor Interests are to be issued upon exercise of the Option, the Company shall have the right to require the Optionee to remit to the Company cash sufficient to satisfy all U.S. federal, state and local withholding tax requirements prior to issuance of the Investor Interests and the delivery of any certificate or certificates for such Investor Interests. Notwithstanding the foregoing, upon the Optionee’s exercise of the Option during the Post-Termination Exercise Period (as defined below) following the Optionee’s Termination (i) by the Company or one of its Subsidiaries without Cause or (ii) due to the Optionee’s death or Disability, the Optionee shall be permitted to pay any applicable withholding taxes by electing to reduce the number of Purchased Investor Interests to be issued upon such exercise by that number of Investor Interests having a Fair Market Value on the date of exercise equal to the aggregate amount of such withholding taxes. The Optionee agrees to indemnify the Company against any non-U.S., U.S. federal, state and local withholding taxes for which the Company may be liable in connection with the Optionee’s acquisition, ownership or disposition of any Investor Interests.

9.11. No Right to Continued Employment or Business Relationship. This Agreement shall not confer upon the Optionee any right with respect to continued employment or a continued business relationship with the Company or any Affiliate thereof, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to Terminate such Optionee at any time.

9.12. General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Unless otherwise specified, the terms “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Sections refer to Sections of this Agreement. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations.

[signature pages follow]

- 8 -

Exhibit 10.26

GENERAL FORM

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the Date of Grant.

ANCELUX TOPCO S.C.A., represented by its General Partner and sole manager, ANCELUX S.à r.l.
By:
Name:
Title:	Attorney-in-Fact
Agreed and acknowledged as of the Date of Grant:
Name:

APPENDIX A

Name of Optionee:	[—]
Address of Optionee:	[—]
Date of Grant:	[—]
Number of Investor Interests Subject to the Option:	[—], which represents an aggregate of [8 times x] shares of the Company
Exercise Price Per Investor Interest:	[—]

EX-10.27

Exhibit 10.27

ANCELUX TOPCO S.CA.

EQUITY INCENTIVE PLAN

RESTRICTED SHARE UNIT AGREEMENT

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.

1. Terms. Each RSU granted hereunder represents the right to receive a payment in accordance with Section 3 of this Agreement upon vesting of the RSU in an amount equal to the Fair Market Value of one Investor Interest as of the date the RSU becomes vested, subject to the conditions set forth in this Agreement and the Plan.

2. Vesting. The Award shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. Subject to earlier termination or acceleration as provided in this Agreement and the Plan, the RSUs will vest in full on the vesting date set forth on Appendix A (such date, the “Vesting Date”). Notwithstanding anything contained in Agreement to the contrary: (i) if the Participant is Terminated by the Company without Cause or by reason of the Participant’s death or Disability, in any case prior to the Vesting Date, then all unvested RSUs shall accelerate and vest as of the date of such Termination, (ii) if the Participant Terminates prior to the Vesting Date for any reason other than as described in clause (i) above, any then unvested RSUs held by the Participant shall be forfeited and canceled as of the date of such Termination for no consideration.

3. Settlement. Each vested RSU shall be settled by the delivery to the Participant of one Investor Interest to be paid up by an Affiliate or Subsidiary of the Company (or a successor to any such entity) on behalf of the Participant or, in the sole discretion of the Committee, an amount in cash equal to the Fair Market Value of one Investor Interest as of the date of vesting of such RSU, in each case as soon as reasonably practicable following the date of vesting of such RSU, and in all events no later than March 15 of the year following the year of vesting (unless delivery is deferred pursuant to a nonqualified deferred compensation plan in accordance with the requirements of Section 409A of the Code).

4. Rights as a Shareholder. The Participant shall not be deemed for any purpose to be the owner of any Investor Interests issuable pursuant to any RSU unless and until (a) the

Company shall have issued and delivered the Investor Interests (whether or not certified) to the Participant, (b) the Participant’s name, or the name of his or her broker or other nominee, shall have been entered as a holder of record on the books of the Company and (c) the Participant shall have entered into the Shareholders Agreement.

5. Contribution of Investor Interests. The Participant hereby agrees to contribute any Investor Interests received upon settlement of the RSUs to the MIV in exchange for an equivalent number (in the aggregate and of each class) of units in the MIV. Such contribution shall be effected pursuant to the terms of a contribution agreement in a form to be provided by the MIV at the time of contribution.

6. Effect of Certain Transactions. Section 10 of the Plan shall apply in the event of a Corporate Transaction.

7. Withholding. The Company shall have the right to withhold from any cash amounts payable hereunder to the Participant such amount as shall be sufficient to satisfy all federal, state and local withholding tax requirements relating thereto. Whenever Investor Interests are issued or upon settlement of an RSU, the number of Investor Interests issued to the Participant shall be reduced by the number of Investor Interests having a Fair Market Value on the vesting date equal to the Participant’s federal, state and local withholding tax requirement.

8. Non-transferability of Award. The Participant understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Administrator, the RSUs may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of except other than by will or the laws of descent and distribution and to the extent expressly permitted hereby and at all times in compliance with the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Securities Exchange Commission thereunder, and in compliance with applicable state securities or “blue sky” laws and non-U.S. securities laws.

9. Other Agreements Superseded. This Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the RSUs. Any prior agreements, commitments or negotiations concerning the RSUs are superseded.

10. Limitation of Interest in Investor Interests Subject to RSUs. Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any Investor Interest allocated or reserved for the purpose of the Plan or subject to this Agreement, except as to such Investor Interests, if any, as shall have been issued to such person upon vesting of the RSUs. Nothing in the Plan, this Agreement or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the employ or service of the Company or any of its Subsidiaries nor limit in any way the right of the Company or any of its Subsidiaries to terminate the Participant’s employment or service at any time for any reason.

2

11. General.

11.1 Severability. In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of this Agreement shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

11.2 Interpretive Principles. The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

11.3 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

11.4 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Utah, without regard to principles of conflicts of law.

11.5 Authority of Administrator. All questions arising under the Plan or under this Agreement shall be decided by the Administrator in its total and absolute discretion.

12. Electronic Delivery. By executing the Agreement, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the RSUs via Company web site or other electronic delivery.

3

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the Grant Date.

ANCELUX TOPCO S.C.A., represented by its General Partner and sole manager, ANCELUX S.à r.l.
By:
Name:
Title:	Attorney-in-Fact
Agreed and acknowledged as of the Date of Grant:
Name:

4

APPENDIX A

Name of Participant:	[—]
Address of Participant:	[—]
Grant Date:	[—]
Number of Restricted Share Units:	[—], which represents units with respect an aggregate of [8 times x] shares of the Company
Vesting Date:	[—]

5

EX-12.1

Exhibit 12.1

Ratio of earnings to fixed charges

	Successor			Predecessor			Successor			Predecessor
	Three Months Ended March 31,						For the  period from December 29, 2012 to December 31, 2012			For the period from January 1, 2012 to December 28, 2012			Year Ended December 31,
	2013			2012									2011			2010			2009			2008
Earnings:
Income (loss) before income taxes	$	(42,191	)	$	20,117		$	(103,999	)	$	112,166		$	94,240		$	56,348		$	26,635		$	4,229
Fixed charges		22,159			293			734			1,676			1,091			5,355			6,378			12,579
Earnings (loss) available for fixed charges		(20,032	)		20,410			(103,265	)		113,842			95,331			61,703			33,013			16,808
Fixed charges:
Interest expense		22,018			187			730			1,165			744			5,083			6,139			12,355
Estimated interest in rent expense		141			106			4			511			347			272			239			224
Total fixed charges	$	22,159		$	293		$	734		$	1,676		$	1,091		$	5,355		$	6,378		$	12,579
Ratio of earnings to fixed charges		—	(1)		69.7	x		—	(2)		67.9	x		87.4	x		11.5	x		5.2	x		1.3	x
Excess/(Deficiency)		(42,191	)		20,117			(103,999	)		112,166			94,240			56,348			26,635			4,229

(1) For the three-month period ended March 31, 2013, earnings were insufficient to cover our fixed charges by $42.2 million primarily due to non-cash expenses, including amortization expense from acquired intangible assets and adjustments to revenue as a result of the application of purchase accounting for the Transaction.

(2) For the period from December 29, 2012 through December 31, 2012, earnings were insufficient to cover our fixed charges by $104.0 million due primarily to transaction-related costs, additional amortization expense from acquired intangible assets and stock-based compensation.

EX-21.1

Exhibit 21.1

LIST OF SUBSIDIARIES

As of March 31, 2013

Subsidiaries of the Registrant	Jurisdiction of Incorporation
Ancestry US Holdings Inc. (f/k/a Global Generations International Inc.)	Delaware, United States
Ancestry.com Inc.	Delaware, United States
Ancestry.com Operations Inc.	Delaware, United States
iArchives, Inc.	Utah, United States
Ancestry International Holdings LLC (f/k/a/ Ancestry.com LLC)	Delaware, United States
We’re Related, LLC	Delaware, United States
Ancestry.com DNA, LLC	Delaware, United States
TGN Services, LLC	Delaware, United States
Info Rich (Hong Kong) Limited	Hong Kong
Generations Information Technology (Beijing) Co. Ltd.	People’s Republic of China
Ancestry International Holdings Corporation	Cayman Islands
Ancestry Information Holdings Company	Ireland
Ancelux 3 S.àr.l	Luxembourg
Ancestry International LLC (f/k/a Anvil US 2 LLC)	Delaware, United States
Anvilire Ltd.	Ireland
Ancestry Information Operations Company	Ireland
Ancelux 4 S.àr.l	Luxembourg
Ancestry.com UK (Commerce) Limited	UK
Ancestry.com UK Limited	UK
Ancestry.com Deutschland GmbH	Germany
Ancestry.com Europe S.àr.l	Luxembourg
Genline AB	Sweden
Ancestry.com Australia Pty Ltd	Australia
Ancestry.com Canada Company	Nova Scotia, Canada
Ancestry Ireland DNA LLC	Delaware, United States
Ancestry International DNA Company	Ireland
Anvilire One Limited	Ireland

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 25, 2013 (except for Note 20, as to which the date is June 5, 2013) in the Registration Statement on Form S-4 and the related Prospectus for the registration of $300 million of 11% Senior Notes due 2020.

/s/ Ernst & Young LLP

Salt Lake City, Utah

June 5, 2013

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in this Registration Statement on Form S-4 of Ancestry.com Inc. of our report dated September 5, 2012, relating to the financial statements of the Family History Business of Inflection LLC, which appears in this Registration Statement. We also consent to the reference to us under the heading “Independent Auditors” in such Registration Statement.

MOHLER, NIXON & WILLIAMS

Accountancy Corporation

June 6, 2013

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)

101 North Phillips Avenue Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

ANCESTRY.COM INC.

and the other Guarantor Registrants Listed in the Table Below

(Exact name of obligor as specified in its charter)

Delaware	26-1235962
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

360 West 4800 North Provo, UT	84604
(Address of principal executive offices)	(Zip code)

11.00% Senior Notes due 2020

Guarantees of 11.00% Senior Notes due 2020

(Title of the indenture securities)

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor as Specified in its Charter(1)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Ancelux 3 S.à r.l.	Luxembourg	7379	N/A
Ancelux 4 S.à r.l.	Luxembourg	7379	N/A
Ancestry Information Operations Company	Ireland	7379	98-1021610
Ancestry International DNA Company	Ireland	7379	98-1051928
Ancestry International Holdings LLC	Delaware	7379	45-3073953
Ancestry International LLC	Delaware	7379	30-0758095
Ancestry Ireland DNA LLC	Delaware	7379	N/A
Ancestry US Holdings Inc.	Delaware	7379	46-1199319
Ancestry.com DNA, LLC	Delaware	7379	27-5466780
Ancestry.com Operations Inc.	Delaware	7379	87-0392473
Anvilire Limited	Ireland	7379	N/A
Anvilire One Limited	Ireland	7379	N/A
iArchives, Inc.	Utah	7379	87-0532363
TGN Services, LLC	Delaware	7379	26-4646580
We’re Related, LLC	Delaware	7379	N/A

(1) The address for each of the additional registrant guarantors is c/o Ancestry.com LLC, 360 West 4800 North, Provo, UT 84604.

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated June 27, 2012.**
Exhibit 3.	A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated December 21, 2011. **
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-3 dated January 23, 2013 of file number 333-186155.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 8^th day of May, 2013.

WELLS FARGO BANK, NATIONAL ASSOCIATION

Lynn M. Steiner

Vice President

EXHIBIT 6

May 8, 2013

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

Lynn M. Steiner

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2013, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	15,281
Interest-bearing balances			108,103
Securities:
Held-to-maturity securities			0
Available-for-sale securities			216,301
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			29
Securities purchased under agreements to resell			27,158
Loans and lease financing receivables:
Loans and leases held for sale			28,482
Loans and leases, net of unearned income	749,665
LESS: Allowance for loan and lease losses	14,136
Loans and leases, net of unearned income and allowance			735,529
Trading Assets			34,744
Premises and fixed assets (including capitalized leases)			7,625
Other real estate owned			3,238
Investments in unconsolidated subsidiaries and associated companies			599
Direct and indirect investments in real estate ventures			9
Intangible assets
Goodwill			21,545
Other intangible assets			20,074
Other assets			52,903
Total assets		$	1,271,620
LIABILITIES
Deposits:
In domestic offices		$	932,346
Noninterest-bearing	247,585
Interest-bearing	684,761
In foreign offices, Edge and Agreement subsidiaries, and IBFs			68,180
Noninterest-bearing	521
Interest-bearing	67,659
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			11,474
Securities sold under agreements to repurchase			12,132

	Dollar Amounts In Millions
Trading liabilities		18,039
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		40,568
Subordinated notes and debentures		18,347
Other liabilities		32,325
Total liabilities	$	1,133,411
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		101,853
Retained earnings		28,197
Accumulated other comprehensive income		6,565
Other equity capital components		0
Total bank equity capital		137,134
Noncontrolling (minority) interests in consolidated subsidiaries		1,075
Total equity capital		138,209
Total liabilities, and equity capital	$	1,271,620

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan

EVP & CFO    

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Carrie Tolstedt
Michael Loughlin

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

FOR TENDER OF

ALL OUTSTANDING

11.00% SENIOR NOTES DUE 2020

IN EXCHANGE FOR

11.00% SENIOR NOTES DUE 2020

OF

ANCESTRY.COM INC.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2013 (THE “EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED BY ANCESTRY.COM INC. IN ITS SOLE DISCRETION. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

WELLS FARGO BANK, N.A.

By Registered or Certified Mail: Wells Fargo Bank, N.A. MAC - N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517 By Overnight Delivery or Regular Mail: Wells Fargo Bank, N.A MAC - N9303-121 Corporate Trust Operations Sixth Street & Marquette Avenue Minneapolis, MN 55479

By Facsimile:

(612) 667-6282.

Attn: Bondholder Communications

Confirm by Email:

bondholdercommunications@wellsfargo.com

Confirm by Telephone:

(800) 344-5128

Attn: Bondholder Communications

DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

By execution hereof, the undersigned acknowledges receipt of the Prospectus dated                     , 2013 (the “Prospectus”) of Ancestry.com Inc. (the “Issuer”) which, together with this Letter of Transmittal (the “Letter of Transmittal”), constitute the Issuer’s offer (the “Exchange Offer”) to exchange up to $300,000,000 principal amount of its 11.00% Senior Notes due 2020 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $300,000,000 principal amount of its issued and outstanding 11.00% Senior Notes due 2020 (the “Outstanding Notes”). The terms of the Exchange Notes are substantially identical to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the transfer restrictions, registration rights and additional interest provisions relating to the Outstanding Notes will not apply to the Exchange Notes.

This Letter of Transmittal is to be used by Holders (as defined below) if: (i) certificates representing Outstanding Notes are to be physically delivered to the Exchange Agent herewith by Holders; (ii) tender of Outstanding Notes is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”), or Clearstream Banking S.A. (“Clearstream”) by any financial institution that is a participant in DTC, Euroclear or Clearstream, as applicable, and whose name appears on a security position listing as the owner of Outstanding Notes (such participants, acting on behalf of Holders, are referred to herein, together with such Holders, as “Acting Holder”); or (iii) tender of Outstanding Notes is to be made according to the guaranteed delivery procedures. DELIVERY OF DOCUMENTS TO DTC, EUROCLEAR OR CLEARSTREAM DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

If delivery of the Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, Euroclear or Clearstream as set forth in (ii) in the immediately preceding paragraph, this Letter of Transmittal need not be manually executed; provided, however, that tenders of Outstanding Notes must be effected in accordance with the procedures mandated by DTC’s Automated Tender Offer Program (“ATOP”) or by Euroclear or Clearstream, as the case may be. To tender Outstanding Notes in this manner, the electronic instructions sent to DTC, Euroclear or Clearstream and transmitted to the Exchange Agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal.

Unless the context requires otherwise, the term “Holder” for purposes of this Letter of Transmittal means: (i) any person in whose name Outstanding Notes are registered on the books of the Issuer or any other person who has obtained a properly completed bond power from the registered Holder or (ii) any participant in DTC, Euroclear or Clearstream whose Outstanding Notes are held of record by DTC, Euroclear or Clearstream who desires to deliver such Outstanding Notes by book-entry transfer at DTC, Euroclear or Clearstream.

The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Exchange Agent.

HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Principal Amounts should be listed on a separate signed schedule affixed hereto. Tenders of Outstanding Notes will be accepted only in authorized denominations of $2,000 and integral multiples of $1,000 in excess thereof.

DESCRIPTION OF OUTSTANDING NOTES

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Certificate(s))	Certificate or Registration Numbers(s) of Outstanding Notes*	Aggregate Principal Amount Represented by Outstanding Notes	Aggregate Principal Amount of Outstanding Notes Being Tendered (if less than all)**
		Total Principal Amount of Outstanding Notes	$

*  Need not be completed by Holders tendering by book-entry transfer.

**  Unless otherwise indicated in this column, the holder will be deemed to have tendered all Outstanding Notes held by the Registered Holder(s) listed in the previous column. See instruction 2.

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY DTC, EUROCLEAR OR CLEARSTREAM TO THE EXCHANGE AGENT’S ACCOUNT AT DTC, EUROCLEAR OR CLEARSTREAM AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: 

DTC, Euroclear or Clearstream Book-Entry Account: 

Transaction Code No.: 

Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available, or (ii) who cannot deliver their Outstanding Notes, the Letter of Transmittal or any other required documents to the Exchange Agent prior to the Expiration Date, or cannot complete the procedure for book-entry transfer on a timely basis, may effect a tender according to the guaranteed delivery procedures and must also complete the Notice of Guaranteed Delivery.

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Holder(s) of Outstanding Notes:  

Window Ticket No. (If Any):  

Date of Execution of Notice of Guaranteed Delivery:  

Name of Eligible Institution that Guaranteed Delivery:   

DTC, Euroclear or Clearstream Book-Entry Account No.:  

If Delivered by Book-Entry Transfer:  

          Name of Tendering Institution:  

Transaction Code: 

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name:   

Address:   

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the above-described aggregate principal amount of Outstanding Notes. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered herewith, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Outstanding Notes. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that said Exchange Agent also acts as the agent of the Issuer and as Trustee under the Indenture for the Outstanding Notes and the Exchange Notes) to cause the Outstanding Notes to be assigned, transferred and exchanged. The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of tendered Outstanding Notes.

The Exchange Offer is subject to the condition as set forth in the Prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” The undersigned recognizes that as a result of this condition (which may be waived, in whole or in part, by the Issuer) as more particularly set forth in the Prospectus, the Issuer may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

By tendering, each Holder of Outstanding Notes represents to the Issuer that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such Holder, (ii) at the time of the commencement of the Exchange Offer neither the Holder of Outstanding Notes nor, to the knowledge of such Holder, any such other person receiving Exchange Notes from such Holder is engaged in or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer in violation of the provisions of the Securities Act, (iii) neither the Holder nor, to the knowledge of such Holder, any such other person receiving Exchange Notes from such Holder is an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act and (iv) if the Holder or such other person is a broker-dealer that holds Notes that were acquired for its own account as a result of market-making or other trading activities (other than Notes acquired directly from the Issuer or any of its affiliates), such Holder or other person will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by it in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For purposes of the Exchange Offer, the Issuer shall be deemed to have accepted validly tendered Outstanding Notes when, as and if the Issuer has given oral or written notice thereof to the Exchange Agent, with written confirmation of any oral notice to be given promptly thereafter, and complied with the applicable provisions of the Registration Rights Agreement. If any tendered Outstanding Notes are not accepted for exchange pursuant to the Exchange Offer for any reason or if Outstanding Notes are submitted for a greater aggregate principal amount than the Holder desires to exchange, such unaccepted or non-exchanged Outstanding Notes will be returned without expense to the tendering Holder thereof (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the Book-Entry Transfer Facility pursuant to customary book-entry transfer procedures, such non-exchanged Notes will be credited to an account maintained with such Book-Entry Transfer Facility) promptly after the expiration or termination of the Exchange Offer.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns.

The undersigned understands that tenders of Outstanding Notes pursuant to the instructions hereto will constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer.

Unless otherwise indicated under “Special Issuance Instructions,” please issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange and return any Outstanding Notes not tendered or not exchanged, in the name(s) of the undersigned (or in either such event in the case of Outstanding Notes tendered by DTC, Euroclear or Clearstream, by credit to the respective account at DTC, Euroclear or Clearstream). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please send the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange and any certificates for Outstanding Notes not tendered or not exchanged (and accompanying documents as appropriate) to the undersigned at the address shown below the undersigned’s signatures, unless, in either event, tender is being made through DTC, Euroclear or Clearstream. In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange and return any Outstanding Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Issuer has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Outstanding Notes from the name of the registered holder(s) thereof if the Issuer does not accept for exchange any of the Outstanding Notes so tendered.

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES REGARDLESS OF WHETHER OUTSTANDING NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)

This Letter of Transmittal must be signed by the Holder(s) of Outstanding Notes exactly as their name(s) appear(s) on certificate(s) for Outstanding Notes or, if tendered by a participant in DTC, Euroclear or Clearstream, exactly as such participant’s name appears on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Issuer of such person’s authority to so act. See Instruction 3 herein. If the signature appearing below is not of the registered Holder(s) of the Outstanding Notes, then the registered Holder(s) must sign a valid proxy.

X Date:

X Date:

Signature(s) of Registered Holder(s) or Authorized Signatory
Names:	Address:

(Please Print)	(Including ZIP Code)
Capacity(ies):	Area Code and Telephone No.:

Social Security No(s).:

PLEASE COMPLETE FORM W-9 HEREIN

SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)

CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION

(Name of Eligible Institution Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Dated:                     , 2013

SPECIAL ISSUANCE INSTRUCTIONS

(SEE INSTRUCTION 4 HEREIN)

To be completed ONLY if certificates for Outstanding Notes in a principal amount not tendered or exchanged are to be issued in the name of, or certificates for the Exchange Notes issued pursuant to the Exchange Offer are to be issued to the order of, someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal or issued to an address different from that shown in the chart entitled “Description of Outstanding Notes” within this Letter of Transmittal, or if Outstanding Notes tendered by book-entry transfer that are not accepted are maintained at DTC, Euroclear or Clearstream other than the account indicated above.

Name:

Address:

(Please Print)

Zip Code:

Taxpayer Identification or Social Security

Number:
	(See Form W-9 herein)

SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTION 4 HEREIN)

To be completed ONLY if certificates for Outstanding Notes in a principal amount not tendered or exchanged or the Exchange Notes issued pursuant to the Exchange Offer are to be sent to someone other than the person or person(s) whose signature(s) appear(s) within this Letter of Transmittal or to an address different from that shown in the chart entitled “Description of Outstanding Notes” within this Letter of Transmittal or to be credited to an account maintained at DTC, Euroclear or Clearstream other than the account indicated above.

Name:

Address:

(Please Print)

Zip Code:

Taxpayer Identification or Social Security

Number:
	(See Form W-9 herein)

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.    DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES.    The certificates for the tendered Outstanding Notes (or a confirmation of a book-entry into the Exchange Agent’s account at DTC, Euroclear or Clearstream of all Outstanding Notes delivered electronically), as well as a properly completed and duly executed copy of this Letter of Transmittal or a facsimile hereof and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date. The Issuer may extend the Expiration Date in its sole discretion by a public announcement given no later than 9:00 A.M., New York City time, on the next business day following the previously scheduled Expiration Date. The method of delivery of the tendered Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder and, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. If such delivery is by mail, the Issuer recommends registered mail, properly insured, with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. No Letter of Transmittal or Outstanding Notes should be sent to the Issuer.

Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent prior to the Exchange Date, or who cannot complete the procedure for book-entry transfer on a timely basis must tender their Outstanding Notes and follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by mail, hand delivery, overnight courier or facsimile transmission) setting forth the name and address of the Holder of the Outstanding Notes, the certificate number or numbers of such Outstanding Notes and the principal amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or copy thereof) (or electronic instructions containing the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal) together with the certificate(s) representing the Outstanding Notes (or a confirmation of electronic mail delivery of book-entry delivery into the Exchange Agent’s account at DTC, Euroclear or Clearstream) and any of the required documents will be deposited by the Eligible Institution with the Exchange Agent; and (iii) such properly completed and executed Letter of Transmittal (or copy thereof) (or electronic instructions containing the character by which the participant acknowledges its receipt of and agrees to be bound by this Letter of Transmittal), as well as all other documents required by this Letter of Transmittal, and the certificate(s) representing all tendered Outstanding Notes in proper form for transfer (or a confirmation of electronic mail delivery of book-entry delivery into the Exchange Agent’s account at DTC, Euroclear or Clearstream), must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Any Holder of Outstanding Notes who wishes to tender these Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the Expiration Date.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Issuer in its sole discretion, which determination will be final and binding. The Issuer reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the Issuer’s acceptance of which would, in the opinion of the Issuer or the Issuer’s counsel, be unlawful. The Issuer also reserves the absolute right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes based on the specific facts or circumstances. Notwithstanding the forgoing, the Issuer does not expect to treat any Holder of Outstanding Notes differently to the extent they present the same facts or circumstances. The Issuer’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) either before or after the Expiration Date will be in its sole discretion and will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within such time as the Issuer shall determine. Although the Issuer reserves the option to notify Holders of defects or irregularities with respect to

tenders of Outstanding Notes, neither the Issuer, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Outstanding Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Outstanding Notes will not be deemed to have been made until such defects or irregularities have been cured or waived and will be returned without cost by the Exchange Agent to the tendering Holders of Outstanding Notes, unless otherwise provided in this Letter of Transmittal, promptly after the expiration or termination of the Exchange Offer.

2.    PARTIAL TENDERS; WITHDRAWALS.    If less than all Outstanding Notes are tendered, the tendering Holder should fill in the number of Outstanding Notes tendered in the fourth column of the chart entitled “Description of Outstanding Notes.” All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If not all Outstanding Notes are tendered, Outstanding Notes for the principal amount of Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If not all Outstanding Notes are tendered, a certificate or certificates representing Exchange Notes issued in exchange of any Outstanding Notes tendered and accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the appropriate box in this Letter of Transmittal or unless tender is made through DTC, Euroclear or Clearstream, promptly after the Outstanding Notes are accepted for exchange.

3.    SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.    If this Letter of Transmittal (or copy hereof) is signed by the registered Holder of the Outstanding Notes tendered hereby, the signature must correspond with the name as written on the face of the Outstanding Notes without alteration, enlargement or any change whatsoever.

If this Letter of Transmittal (or copy hereof) is signed by the registered Holder of Outstanding Notes tendered and the certificate(s) for Exchange Notes issued in exchange therefor is to be issued (or any untendered number of Outstanding Notes is to be reissued) to the registered Holder, such Holder need not and should not endorse any tendered Outstanding Note, nor provide a separate bond power. In any other case, such Holder must either properly endorse the Outstanding Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signature on the endorsement or bond power guaranteed by an Eligible Institution.

If this Letter of Transmittal (or copy hereof) is signed by a person other than the registered Holder of Outstanding Notes listed therein, such Outstanding Notes must be endorsed or accompanied by properly completed bond powers which authorized such person to tender the Outstanding Notes on behalf of the registered Holder, in either case signed as the name of the registered Holder appears on the Outstanding Notes.

If this Letter of Transmittal (or copy hereof) or any Outstanding Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and unless waived by the Issuer, evidence satisfactory to the Issuer of their authority to so act must be submitted with this Letter of Transmittal.

Endorsements on Outstanding Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by an Eligible Institution.

Signatures on this Letter of Transmittal (or copy hereof) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”) unless the Outstanding Notes tendered pursuant thereto are tendered (i) by a registered Holder (including any participant in DTC, Euroclear or Clearstream whose name appears on a security position listing as the owner of Outstanding Notes) who has not completed the box set forth herein entitled “Special Issuance Instructions” or “Special Delivery Instructions” of this Letter of Transmittal or (ii) for the account of an Eligible Institution.

4.    SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.    Tendering Holders should include, in the applicable spaces, the name and address to which Exchange Notes or substitute Outstanding Notes for the aggregate principal amount not tendered or exchanged are to be sent, if different from the name and address of the person signing this Letter of Transmittal (or in the case of tender of the Outstanding Notes through DTC, Euroclear or Clearstream, if different from the account maintained at DTC, Euroclear or Clearstream indicated above). In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

5.    TRANSFER TAXES.    Holders who tender their Outstanding Notes for Exchange Notes will not be obligated to pay any transfer taxes in connection with the exchange. If, however, certificates representing Exchange Notes, or Outstanding Notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Outstanding Notes tendered hereby, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.

Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter of Transmittal.

6.    WAIVER OF CONDITIONS.    The Issuer reserves the absolute right to amend, waive or modify, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus. Notwithstanding the foregoing, in the event of a material change in the Exchange Offer, including the Issuer’s waiver of a material condition, the Issuer will extend the Exchange Offer period as required by law.

7.    MUTILATED, LOST, STOLEN OR DESTROYED NOTES.    Any Holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

8.    REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address specified in the Prospectus.

9.    IRREGULARITIES.    All questions as to the validity, form, eligibility (including time of receipt) and acceptance of Letters of Transmittal or Outstanding Notes will be determined by the Issuer, in its sole discretion, which determination will be final and binding. The Issuer reserves the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance of which would, in the opinion of the Issuer or the Issuer’s counsel, be unlawful. The Issuer also reserves the right to waive any defaults, irregularities or conditions of tender as to the particular Outstanding Notes covered by any Letter of Transmittal or tendered pursuant to such Letter of Transmittal based on the specific facts or circumstances. None of the Issuer, the Exchange Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Issuer’s interpretation of the terms and conditions of the Exchange Offer either before or after the Expiration Date shall be final and binding.

10.    NO CONDITIONAL TENDERS.    No alternative, conditional, irregular or contingent tenders will be accepted unless consented to by the Issuer. All tendering holders of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

11.    DEFINITIONS.    Capitalized terms used in this Letter of Transmittal and not otherwise defined have the meanings given in the Prospectus.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.

(DO NOT WRITE IN THE SPACE BELOW)

Certificate Surrendered	Outstanding Notes Tendered	Outstanding Notes Accepted
Delivery Prepared by:	Checked by:	Date:

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR TENDER OF

ALL OUTSTANDING

11.00% SENIOR NOTES DUE 2020

IN EXCHANGE FOR

11.00% SENIOR NOTES DUE 2020

OF

ANCESTRY.COM INC.

Registered holders of outstanding 11.00% Senior Notes due 2020 (the “Outstanding Notes”) of Ancestry.com Inc. (the “Issuer”) who wish to tender their Outstanding Notes in exchange for a like principal amount of 11.00% Senior Notes due 2020 (the “Exchange Notes”) of the Issuer, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to Wells Fargo Bank, National Association (the “Exchange Agent”), prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery) or mail to the Exchange Agent. See “The Exchange Offer—Guaranteed Delivery Procedures” in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2013 (THE “EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED BY ANCESTRY.COM INC. IN ITS SOLE DISCRETION. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

WELLS FARGO BANK, N.A.

By Registered or Certified Mail: Wells Fargo Bank, N.A. MAC - N9303-121 Corporate Trust Operations P.O. Box 1517 Minneapolis, MN 55480-1517 By Overnight Delivery or Regular Mail: Wells Fargo Bank, N.A MAC - N9303-121 Corporate Trust Operations Sixth Street & Marquette Avenue Minneapolis, MN 55479

By Facsimile:

(612) 667-6282

Attn: Bondholder Communications

Confirm by Email:

bondholdercommunications@wellsfargo.com

Confirm by Telephone:

(800) 344-5128

Attn: Bondholder Communications

FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (800) 344-5128, OR BY FACSIMILE AT [    ].

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

2

Ladies & Gentlemen:

The undersigned hereby tender(s) to the Issuer, upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus.

The undersigned understand(s) that tenders of Outstanding Notes will be accepted only in authorized denominations of $2,000 and integral multiples of $1,000 in excess thereof. The undersigned understand(s) that tenders of Outstanding Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the Expiration Date. Tenders of Outstanding Notes may also be withdrawn if the Exchange Offer is terminated without any such Outstanding Notes being purchased thereunder or as otherwise provided in the Prospectus.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Authorized Signatory:	Name(s) of Registered Holder(s):
Principal Amount of Outstanding Notes Tendered:	Address:
	Area Code and Telephone No.:
Certificate No(s). of Outstanding Notes	If Outstanding Notes will be delivered by book-entry transfer at The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V., as
(if available):
	operator of the Euroclear system (“Euroclear”), or Clearstream Banking S.A. (“Clearstream”), insert DTC, Euroclear or Clearstream Account No.:

Date:

3

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Outstanding Notes exactly as its (their) name(s) appear on certificates for Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):

Capacity:

Address(es):

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

GUARANTEE OF DELIVERY

(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office or a correspondent in the United States or an “eligible guarantor institution” as defined by Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) hereby (a) represents that each holder of Outstanding Notes on whose behalf this tender is being made “own(s)” the Outstanding Notes covered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b) represents that such tender of Outstanding Notes complies with such Rule 14e-4, and (c) guarantees that, within three New York Stock Exchange trading days from the date of this Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal, together with certificates representing the Outstanding Notes covered hereby in proper form for transfer and required documents will be deposited by the undersigned with the Exchange Agent.

THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND OUTSTANDING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.

Name of Firm:

Address:

Area Code and Telephone No.

Authorized Signature

Name:

Title:

Date:

4

EX-99.3

Exhibit 99.3

INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER

OF

11.00% SENIOR NOTES DUE 2020

OF

ANCESTRY.COM INC.

To Registered Holder:

The undersigned hereby acknowledges receipt of the Prospectus dated                     , 2013 (the “Prospectus”) of Ancestry.com Inc. (the “Issuer”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), which constitute the Issuer’s offer (the “Exchange Offer”) to exchange (1) up to $300,000,000 principal amount of its new 11.00% Senior Notes due 2020 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $300,000,000 principal amount of its issued and outstanding 11.00% Senior Notes due 2020 (the “Outstanding Notes”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned.

The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount):

$         of 11.00% Senior Notes due 2020

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

¨ To TENDER the following Outstanding Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered (if any)):

$         of 11.00% Senior Notes due 2020

¨ NOT to TENDER any Outstanding Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such beneficial owner, (ii) the undersigned or any such other person is engaged in and does not intend to engaged in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer, and (iii) neither the undersigned nor any such other person is an “affiliate” of the Issuery within the meaning of Rule 405 under the Securities Act. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes issued in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s) (please print):

Signature(s):

Address:

Telephone Number:

Taxpayer identification or Social Security Number:

Date:

2

EX-99.4

Exhibit 99.4

TENDER FOR

ALL OUTSTANDING

11.00% SENIOR NOTES DUE 2020

IN EXCHANGE FOR

11.00% SENIOR NOTES DUE 2020

OF

ANCESTRY.COM INC.

To Our Clients:

We are enclosing herewith a Prospectus, dated                    , 2013, of Ancestry.com Inc. (the “Issuer”) and a related Letter of Transmittal (which together constitute the “Exchange Offer”) relating to the offer by the Issuer, to exchange up to $300,000,000 principal amount of its 11.00% Senior Notes due 2020 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $300,000,000 principal amount of its issued and outstanding 11.00% Senior Notes due 2020 (the “Outstanding Notes”) upon the terms and subject to the conditions set forth in the Exchange Offer.

PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2013, UNLESS EXTENDED BY THE ISSUER IN ITS SOLE DISCRETION.

THE EXCHANGE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF OUTSTANDING NOTES BEING TENDERED.

We are the holder of record of Outstanding Notes held by us for your account. A tender of such Outstanding Notes can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Outstanding Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Outstanding Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. Please so instruct us by completing, executing and returning to us the enclosed Instruction to Registered Holder from Beneficial Owner enclosed herewith. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us to tender your Outstanding Notes. We also request that you confirm with such instruction form that we may on your behalf make the representations contained in the Letter of Transmittal.

Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will represent to the Issuer that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such holder, (ii) the holder of Outstanding Notes or any such other person is not engaged in and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer, and (iii) neither the holder nor any such other person is an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act. If the tendering holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes issued in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

EX-99.5

Exhibit 99.5

TENDER FOR

ALL OUTSTANDING

11.00% SENIOR NOTES DUE 2020

IN EXCHANGE FOR

11.00% SENIOR NOTES DUE 2020

OF

ANCESTRY.COM INC.

To Registered Holders:

We are enclosing herewith the material listed below relating to the offer (the “Exchange Offer”) by Ancestry.com Inc. (the “Issuer”) to exchange up to $300,000,000 principal amount of its 11.00% Senior Notes due 2020 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for up to $300,000,000 principal amount of its issued and outstanding 11.00% Senior Notes due 2020 (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the Prospectus, dated                     , 2013, and the related Letter of Transmittal.

Enclosed herewith are copies of the following documents:

1. Prospectus dated                     , 2013;

2. Letter of Transmittal;

3. Notice of Guaranteed Delivery;

4. Instruction to Registered Holder from Beneficial Owner; and

5. Letter which may be sent to your clients for whose account you hold Outstanding Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such clients’ instruction with regard to the Exchange Offer.

WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2013, UNLESS EXTENDED.

The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered.

Pursuant to the Letter of Transmittal, by tendering, each holder of Outstanding Notes represents to the Issuer that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is such holder, (ii) at the time of the commencement of the Exchange Offer neither the holder of Outstanding Notes nor, to the knowledge of such holder, any such other person receiving Exchange Notes from such holder is engaged in or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer in violation of the provisions of the Securities Act, (iii) neither the holder nor, to the knowledge of such holder, any such other person receiving Exchange Notes from such holder is an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act and (iv) if the holder or such other person is a broker-dealer that holds Notes that were acquired for its own account as a result of market-making or other trading activities (other than Notes acquired directly from the Issuer or any of its affiliates), such holder or other person will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by it in the Exchange Offer. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes, a broker-dealer is not deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The enclosed Instruction to Registered Holder from Beneficial Owner contains an authorization by the beneficial owner of the Outstanding Notes for you to make the foregoing representations.

The Issuer will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent for the Exchange Offer) in connection with the solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. Holders who tender their Outstanding Notes for Exchange Notes will not be obligated to pay any transfer taxes in connection with the exchange, except as otherwise provided in Instruction 5 of the enclosed Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer may be addressed to, and additional copies of the enclosed materials may be obtained from, the Exchange Agent, Wells Fargo Bank, National Association, in the manner set forth below.

Wells Fargo Bank, N.A

MAC - N9303-121

Corporate Trust Operations

Sixth Street & Marquette Avenue

Minneapolis, MN 55479

Confirm by Telephone: (800) 344-5128

Delivery by Facsimile: (612) 667-6282.

Very truly yours,

Ancestry.com Inc.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.