AVG Technologies N.V. Sample Contracts

Shares AVG TECHNOLOGIES N.V. ORDINARY SHARES (PAR VALUE €0.01 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software • New York
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PURCHASE AGREEMENT dated as of July 6, 2016 by and among AVG TECHNOLOGIES N.V., AVAST SOFTWARE B.V. and AVAST HOLDING B.V.
Purchase Agreement • July 7th, 2016 • AVG Technologies N.V. • Services-prepackaged software • Delaware
CREDIT AND GUARANTY AGREEMENT dated as of October 15, 2014 by and among AVG TECHNOLOGIES N.V., and AVG CORPORATE SERVICES B.V. as Borrowers, The GUARANTORS Referred to Herein The LENDERS Referred to Herein HSBC BANK USA, N.A., as Administrative Agent...
Credit and Guaranty Agreement • April 10th, 2015 • AVG Technologies N.V. • Services-prepackaged software • New York

This CREDIT AND GUARANTY AGREEMENT, dated as of October 15, 2014, is entered into by and among AVG TECHNOLOGIES N.V., a company organized under the laws of The Netherlands (“Administrative Borrower”), AVG CORPORATE SERVICES B.V., a company organized under the laws of The Netherlands (“AVG CSBV” and, together with Administrative Borrower, “Borrowers” and each a “Borrower”), the GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, HSBC BANK USA, N.A., as administrative agent (together with its permitted successors in such capacity, “Administrative Agent”) and as collateral agent (together with its permitted successor in such capacity, “Collateral Agent”), and HSBC BANK PLC, as Issuing Bank.

Contract
Restricted Share Unit Award Agreement • July 29th, 2016 • AVG Technologies N.V. • Services-prepackaged software

BY CLICKING ACCEPT OR ELECTRONICALLY ACCEPTING THIS RESTRICTED SHARE UNIT AWARD AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, FULLY UNDERSTOOD AND AGREE TO THE TERMS AND CONDITIONS OF THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (INCLUDING ANY COUNTRY-SPECIFIC APPENDIXES THERETO), THE APPLICABLE RSU PLAN AND ANY OTHER GRANT MATERIALS PROVIDED TO YOU WITH RESPECT TO YOUR RESTRICTED SHARE UNITS.

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Form of Director Indemnification Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software

THIS DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date] between AVG Technologies N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company”), and [name supervisory director] (“Indemnitee”).

Contract
Restricted Share Unit Award Agreement • July 29th, 2016 • AVG Technologies N.V. • Services-prepackaged software

BY CLICKING ACCEPT OR ELECTRONICALLY ACCEPTING THIS RESTRICTED SHARE UNIT AWARD AGREEMENT VIA A LINK TO THE COMPANY’S WEBSITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, FULLY UNDERSTOOD AND AGREE TO THE TERMS AND CONDITIONS OF THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (INCLUDING ANY COUNTRY-SPECIFIC APPENDIXES THERETO), THE APPLICABLE RSU PLAN AND ANY OTHER GRANT MATERIALS PROVIDED TO YOU WITH RESPECT TO YOUR RESTRICTED SHARE UNITS.

AMENDMENT NUMBER FOUR
Amendment Number Four • April 5th, 2013 • AVG Technologies N.V. • Services-prepackaged software

This amendment number four (“Amendment”) to the Agreement (as defined below) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”), and AVG Netherlands B.V. whose principal place of business is at Gatwickstraat 9-39, 1043 GL Amsterdam, The Netherlands (“Company”).

Google Ireland Limited Gordon House Barrow Street, Dublin 4 Ireland January 4, 2012 Dear Sirs, Transfer of contract
AVG Technologies N.V. • January 27th, 2012 • Services-prepackaged software

We refer to the contract between you and us for Google Search and Advertising Services Agreement and Order Form with effective date 1 October 2010, together with the amendment number one with effective date December 1, 2011 (Contract).

GOOGLE SEARCH AND ADVERTISING SERVICES AGREEMENT [****] ADDENDUM
Search and Advertising Services Agreement • March 25th, 2014 • AVG Technologies N.V. • Services-prepackaged software

This Google Search and Advertising Services Agreement [****] Addendum (the “Addendum”), by and between Google Ireland Limited (“Google”) and the entity executing this Addendum (“Company”), is effective the first day of the month in which the last party signs (“Addendum Effective Date”), and amends the Google Search and Advertising Services Agreement and Google Search and Advertising Services Agreement Order Form by and between Google and Company relating to the AFS service (as amended from time to time, the “Agreement”). Capitalized terms not defined in this Addendum have the meanings given to those terms in the Agreement. If there is any conflict between this Addendum and the Agreement, the Agreement is amended and this Addendum will control.

Contract
Option Agreement • July 29th, 2016 • AVG Technologies N.V. • Services-prepackaged software

BY CLICKING ACCEPT OR ELECTRONICALLY ACCEPTING THIS OPTION AGREEMENT VIA A LINK TO THE COMPANY’S WEBSITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, FULLY UNDERSTOOD AND AGREE TO THE TERMS AND CONDITIONS OF THIS OPTION AGREEMENT (INCLUDING ANY COUNTRY-SPECIFIC APPENDIXES THERETO), THE APPLICABLE OPTION PLAN AND ANY OTHER GRANT MATERIALS PROVIDED TO YOU WITH RESPECT TO YOUR OPTIONS.

ASSET PURCHASE AGREEMENT August 17, 2011 AVG TECHNOLOGIES CY LIMITED, AND TUNEUP SOFTWARE GMBH AND AVG TECHNOLOGIES, N.V. AS GUARANTOR relating to the sale and purchase of certain assets of TuneUp Software GmbH
Asset Purchase Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software

WHEREAS, subject to the terms and conditions of this Agreement Seller desires to sell, convey, transfer, assign and deliver to Purchaser and Purchaser desires to purchase and acquire from Seller, the right, title and interest in the Software;

Consultancy Agreement
Consultancy Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software

This independent Consulting Services Agreement (“Agreement”) is entered into on December 2, 2011 and is effective as from February 1, 2011 (the “Effective Date”) by and between

EXECUTION COPY Ref: 43761.0007
Agreement • March 25th, 2014 • AVG Technologies N.V. • Services-prepackaged software
AMENDMENT TO EQUITY AWARD AGREEMENTS
Equity Award Agreements • July 29th, 2016 • AVG Technologies N.V. • Services-prepackaged software

This Amendment to Equity Award Agreements (“Amendment”) is entered into by and between John Little (“Awardee”) and AVG Technologies N.V. (the “Company”), effective as of June 24, 2016 (the “Effective Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 29th, 2016 • AVG Technologies N.V. • Services-prepackaged software • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2016, by and between AVG Technologies USA, Inc., a Delaware corporation, with its principal offices at 149 Bluxome Street, San Francisco, CA 94107 (the “Company”), and Jeffrey G. Ross (the “Executive” or “Employee”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT By and Among AVG TECHNOLOGIES N.V., and The Investors as defined herein Dated as of October 1, 2009
Registration Rights Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of October 1, 2009, by and among AVG Technologies N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands (formerly known as “Grisoft International B.V.”) (together with any successor thereto, the “Company”), and the persons designated as Investors on Schedule I hereto (each an “Investor,” and collectively, the “Investors”).

AMENDMENT NUMBER SIX
Number Six • April 5th, 2013 • AVG Technologies N.V. • Services-prepackaged software

This amendment number six (“Amendment”) to the Agreement (as defined below) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”), and AVG Netherlands B.V. (as successor in interest to AVG Technologies CY Limited) whose principal place of business is at Gatwickstraat 9-39, 1043 GL Amsterdam, The Netherlands (“Company”).

AMENDMENT No. 2 TO THE LEASE AGREEMENT DATED APRIL 30, 2010 (hereinafter referred to as the “Amendment no. 2”) concluded by and between
The Lease Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software
AMENDMENT NUMBER TWO
Number Two • April 5th, 2013 • AVG Technologies N.V. • Services-prepackaged software

This amendment number two (“Amendment”) to the Agreement (as defined below) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”) and AVG Netherlands B.V. whose principal place of business is at Gatwickstraat 9-39, 1043 GL Amsterdam, the Netherlands (“Company”).

AMENDMENT TO EQUITY AWARD AGREEMENTS
Equity Award Agreements • July 29th, 2016 • AVG Technologies N.V. • Services-prepackaged software

This Amendment to Equity Award Agreements (“Amendment”) is entered into by and between Gary Kovacs (“Awardee”) and AVG Technologies N.V. (the “Company”), effective as of June 24, 2016 (the “Effective Date”).

AMENDMENT NUMBER FIVE1
AVG Technologies N.V. • April 5th, 2013 • Services-prepackaged software

This amendment number five (“Amendment”) to the Agreement (as defined below) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”), and AVG Netherlands B.V. (as successor in interest to AVG Technologies CY Limited) whose principal place of business is at Gatwickstraat 9-39, 1043 GL Amsterdam, The Netherlands (“Company”).

AMENDMENT NO. 1 TO THE LEASE AGREEMENT (hereinafter referred to as the “Amendment No. 1”) concluded by and among
The Lease Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software
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AMENDMENT NUMBER ONE1
Number One1 • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software

This amendment number one (“Amendment”) to the Agreement (as defined below) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”) and AVG Technologies CY Limited whose principal place of business is at Gatwickstraat 9-39, 1043GL Amsterdam, the Netherlands (“Company”).

AMENDMENT No. 4 TO THE LEASE AGREEMENT (hereinafter referred to as the “Amendment no. 4”) concluded by and between
The Lease Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software
LEASE AGREEMENT hereinafter referred to as “Agreement” concluded by and between
Lease Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER BY AND AMONG AVG TECHNOLOGIES USA, INC., DERAILLEUR ACQUISITION CORPORATION, WAVEMARKET, INC., AND FORTIS ADVISORS LLC, AS THE HOLDER REPRESENTATIVE, AND WITH RESPECT TO ARTICLE IV, ARTICLE VII, ARTICLE VIII, ARTICLE IX,...
Agreement and Plan of Merger • April 10th, 2015 • AVG Technologies N.V. • Services-prepackaged software • New York

This Agreement And Plan Of Merger (as amended, restated or supplemented from time to time, this “Agreement”) is made and entered into as of September 2, 2014 by and among AVG Technologies USA, Inc., a Delaware corporation (“Parent”), Derailleur Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), WaveMarket, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as Holder Representative, and, with respect to Article IV, Article VII, Article VIII, Article IX, Article X, and Sections 2.3, 2.8, 5.2, 5.6, 5.8, 5.15, 5.19 and 5.20, AVG Technologies N.V., a company formed pursuant to the laws of The Netherlands (“Ultimate Parent”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 29th, 2016 • AVG Technologies N.V. • Services-prepackaged software • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of July 11, 2013, by and between AVG Technologies USA, Inc., a Delaware corporation, with its principal offices at 149 Bluxome Street, San Francisco, CA 94107 (the “Company”), and Gary Kovacs (the “Executive”).

AMENDMENT NUMBER THREE
Number Three • April 5th, 2013 • AVG Technologies N.V. • Services-prepackaged software

This amendment number three (“Amendment”) to the Agreement (as defined below) is entered into by and between Google Ireland Limited, a company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”) and AVG Netherlands B.V. whose principal place of business is at Gatwickstraat 9-39, 1043 GL Amsterdam, the Netherlands (“Company”).

GOOGLE SEARCH AND ADVERTISING SERVICES AGREEMENT1
Search and Advertising Services • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software

This Google Search and Advertising Services Agreement (“GSA”) is entered into by Google Ireland Limited, whose principal place of business is at Gordon House, Barrow Street, Dublin 4 (“Google”) and AVG Technologies CY Limited whose principal place of business is at Arch. Makariou III, 2-4 Capital Center, 9th Floor, 1505 Nicosia, Cyprus (“Company”) and is effective from 1 October 2010 (“GSA Effective Date”).

CREDIT AGREEMENT among AVG HOLDING COÖPERATIEF U.A. and AVG TECHNOLOGIES N.V., as Borrowers, The Several Lenders from Time to Time Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as...
Credit Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software • New York

CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 15, 2011, among AVG HOLDING COÖPERATIEF U.A., a cooperative (coöperatie) organized and existing under the laws of The Netherlands, having its statutory seat in Amsterdam, The Netherlands and registered with the trade register of the Chamber of Commerce in The Netherlands under number 52197204 (“AVG Holding”), AVG TECHNOLOGIES N.V., a public limited liability company (naamloze vennootschap) organized and existing under the laws of The Netherlands, having its statutory seat in Amsterdam, The Netherlands and registered with the trade register of the Chamber of Commerce in The Netherlands under number 34231583 (“AVG Technologies”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), MORGAN STANLEY SENIOR FUNDING, INC., as syndication agent (in such capacity, the “Syndication Agent”), and JP

AMENDMENT No. 3 TO THE LEASE AGREEMENT (hereinafter referred to as the “Amendment no. 3”) concluded by and between
The Lease Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • January 13th, 2012 • AVG Technologies N.V. • Services-prepackaged software • New York

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of August 10, 2011, is entered into by and among AVG HOLDING COÖPERATIEF U.A., a cooperative (coöperatie) organized and existing under the laws of The Netherlands, having its statutory seat in Amsterdam, The Netherlands and registered with the trade register of the Chamber of Commerce in The Netherlands under number 52197204 (“AVG Holding”), AVG TECHNOLOGIES N.V., a public limited liability company (naamloze vennootschap) organized and existing under the laws of The Netherlands, having its statutory seat in Amsterdam, The Netherlands and registered with the trade register of the Chamber of Commerce in The Netherlands under number 34231583 (“AVG Technologies”), the other Guarantors party hereto and the Lenders party hereto, and relates to that certain Credit Agreement, dated as of March 15, 2011 (the “Credit Agreement”), by and among AVG Holding, AVG Technologies, the Lenders, JPMorgan Chase Bank, N.A., as administrat

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