EX-10.3





Exhibit 10.3




JOINDER AGREEMENT




THIS JOINDER AGREEMENT (the “Agreement”) dated as of April 28, 2011 is by and between
Ancestry.com DNA, LLC, a Delaware limited liability company (the “New Subsidiary”), and
Bank of America, N.A., in its capacity as Administrative Agent under that certain Credit Agreement
dated as of September 9, 2010 (as amended, modified, supplemented or extended from time to time,
the “Credit Agreement”) among Ancestry.com Operations Inc., a Delaware corporation (the
“Borrower”), the Guarantors, the Lenders from time to time party thereto and Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.



The Loan Parties are required by Section 7.12 of the Credit Agreement to cause the New
Subsidiary to become a “Guarantor” thereunder. Accordingly, the New Subsidiary hereby agrees as
follows with the Administrative Agent, for the benefit of the holders of the Obligations:



1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this
Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement and a
“Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a
Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the
generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and
severally together with the other Guarantors, guarantees to each Lender and the Administrative
Agent, as provided in Article IV of the Credit Agreement, the prompt payment and
performance of the Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.



2. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this
Agreement, the New Subsidiary will be deemed to be a party to the Security Agreement and a
“Grantor” for all purposes of the Security Agreement, and shall have all the obligations of a
Grantor thereunder as if it had executed the Security Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and
conditions contained in the Security Agreement. Without limiting the generality of the foregoing
terms of this paragraph 2, the New Subsidiary hereby grants to the Administrative Agent, for the
benefit of the holders of the Obligations, a continuing security interest in, and a right of set
off against, any and all right, title and interest of the New Subsidiary in and to the Collateral
(as defined in the Security Agreement) of the New Subsidiary to secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or
otherwise, of the Secured Obligations (as defined in the Security Agreement).



3. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this
Agreement, the New Subsidiary will be deemed to be a party to the Pledge Agreement and a “Pledgor”
for all purposes of the Pledge Agreement, and shall have all the obligations of a Pledgor
thereunder as if it had executed the Pledge Agreement. The New Subsidiary hereby ratifies, as of
the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained
in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph
3, the New Subsidiary hereby grants, pledges and assigns to the Administrative Agent, for the
benefit of the holders of the Obligations, a continuing security interest in any and all right,
title and interest of the New Subsidiary in and to the Equity Interests identified on Schedule
6 hereto and all other Pledged Collateral (as defined in the Pledge Agreement) of the New
Subsidiary to secure the prompt payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the
Pledge Agreement).


 


 









 





4. The New Subsidiary hereby represents and warrants to the Administrative Agent and the
Lenders that:




(a) The New Subsidiary’s exact legal name and state of formation are as set forth on
the signature pages hereto.




(b) The New Subsidiary’s taxpayer identification number and organization number are set
forth on Schedule 1 hereto.




(c) Other than as set forth on Schedule 2 hereto, the New Subsidiary has not
changed its legal name, changed its state of formation, been party to a merger,
consolidation or other change in structure in the five years preceding the date hereof.




(d) Schedule 3 hereto includes all of the IP Rights registered or pending
registration with the United States Copyright Office or the United States Patent and
Trademark Office and owned by the New Subsidiary as of the date hereof. None of the IP
Rights of the New Subsidiary set forth in Schedule 3 hereto is subject to any
licensing agreement or similar arrangement, except as set forth on Schedule 3
hereto.




(e) Schedule 4 hereto includes all Commercial Tort Claims asserted in any
judicial action before any Governmental Authority by or in favor of the New Subsidiary as of
the date hereof.




(f) Schedule 5 hereto lists all real property located in the United States that
is owned or leased by the New Subsidiary as of the date hereof.




(g) Schedule 6 hereto lists each Subsidiary of the New Subsidiary, together
with (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests
outstanding, (iii) the certificate number(s) of the certificates evidencing such Equity
Interests and number and percentage of outstanding shares of each class owned by the New
Subsidiary (directly or indirectly) of such Equity Interests and (iv) number and effect, if
exercised, of all outstanding options, warrants, rights of conversion or purchase and all
other similar rights with respect thereto.



5. The address of the New Subsidiary for purposes of all notices and other communications is
the address designated for all Loan Parties on Schedule 11.02 to the Credit Agreement or
such other address as the New Subsidiary may from time to time notify the Administrative Agent in
writing.



6. This Agreement may be executed in multiple counterparts, each of which shall constitute an
original but all of which when taken together shall constitute one contract.



7. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.



 


 









 







IN WITNESS WHEREOF, the New Subsidiary has caused this Joinder Agreement to be duly executed
by its authorized officer, and the Administrative Agent, for the benefit of the holders of the
Obligations, has caused the same to be accepted by its authorized officer, as of the day and year
first above written.



	 	 	 	 	 
	 	ANCESTRY.COM DNA, LLC,

a Delaware limited liability company

 	 
	 	By:  	/s/ Howard Hochhauser
 	 
	 	 	Name:  	Howard Hochhauser 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




Acknowledged and accepted:



BANK OF AMERICA, N.A.,

as Administrative Agent



	 	 	 	 	 
	By:

	 	/s/ Brenda H. Little	 	 
	 

	 	 

Name: Brenda H. Little
	 	 
	 

	 	Title:   Vice President	 	 





 


 









 





Schedule 1




Taxpayer Identification Number; Organizational Number




Federal Taxpayer Identification Number: 27-5466780

Delaware Organizational Number: 4946660



 


 









 







Schedule 2




Changes in Legal Name or State of Formation;

Mergers, Consolidations and other Changes in Structure




None.



 


 









 







Schedule 3




IP Rights




None.



 


 









 







Schedule 4




Commercial Tort Claims




None.



 


 









 







Schedule 5




Real Property Locations




None.



 


 









 







Schedule 6




Equity Interests




None.