In re Ancestry.com. Inc.

In re Ancestry.com. Inc.

Opinion

[PROPOSED] ORDER REGARDING PRELIMINARY INJUNCTION

WHEREAS, Plaintiffs filed a Motion for Preliminary Injunction on October 26, 2012 (the "Motion");

WHEREAS, the Court heard argument on the Motion on December 17, 2012 (the "Hearing");

WHEREAS, the Court provided the rationale for its ruling at the conclusion of the Hearing (the "Transcript Ruling");

WHEREAS, the stockholder meeting of defendant Ancestry.com Inc. ("Ancestry") is scheduled to be held on December 27, 2012, to vote on the proposed merger (the "Stockholder Vote").

IT IS HEREBY ORDERED, this     day of December, 2012, that:

(1) The Motion seeking to enjoin the merger vote is GRANTED and the Stockholder Vote is enjoined until Ancestry discloses the information identified in the Transcript Ruling which is set forth for purposes of this ruling in Exhibit A (the "Disclosures");

(2) The Disclosures required in paragraph 1 of this Order shall be provided to the Ancestry stockholders no later than December 19, 2012, by (i) the filing of a Form 8-K with the Securities and Exchange Commission that includes the Disclosures; (ii) the posting of the Disclosures on Ancestry's website, which  [*2] shall remain available until after the close of the merger vote; and (iii) the mailing to all Ancestry stockholders at their last known address appearing in the stock transfer records maintained by or on behalf of Ancestry.

(3) Once the information in Exhibit A is disclosed in accordance with Paragraph 2 of this Order, the injunction will be lifted.

Chancellor Leo E. Strine, Jr.

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