AVG Technologies N.V. Sample Contracts

AVG Technologies N.V. – AVG TECHNOLOGIES N.V. RESTRICTED SHARE UNIT AWARD AGREEMENT (PERFORMANCE VESTING) (April 25th, 2016)
AVG Technologies N.V. – 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, 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. DATED AS OF SEPTEMBER 2, 20141 (April 10th, 2015)

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”).

AVG Technologies N.V. – 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 and Collateral Agent $250,000,000 Senior Secured Credit Facilities MORGAN STANLEY SENIOR FUNDING, INC. and HSBC SECURITIES (USA) INC., as Joint Lead Arrangers and Joint Lead Bookrunners (April 10th, 2015)

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.

AVG Technologies N.V. – DATED 4 DECEMBER 2014 AVG Technologies N.V. RSU APPENDIX TO THE AMENDED AND RESTATED 2013 OPTION PLAN (April 10th, 2015)

This RSU Appendix to the Amended and Restated 2013 Option Plan is designed to grant Restricted Share Unit Awards on the Company’s Shares (as further defined below) to certain employees of, or other persons having business relationships with, the Company and its Subsidiaries.

AVG Technologies N.V. – DATED 4 DECEMBER 2014 AVG Technologies N.V. AMENDED AND RESTATED 2013 OPTION PLAN (April 10th, 2015)

This Option Plan is designed in order to grant options on Shares (as further defined below) to certain employees of, or other persons having business relationships with, the Company and its Subsidiaries.

AVG Technologies N.V. – DATED 7 May 2013 AVG Technologies N.V. RSU APPENDIX TO THE AMENDED AND RESTATED 2013 OPTION PLAN (March 25th, 2014)

This RSU Appendix to the Amended and Restated 2013 Option Plan is designed to grant Restricted Share Unit Awards on the Company’s Shares (as further defined below) to certain employees of, or other persons having business relationships with, the Company and its Subsidiaries.

AVG Technologies N.V. – GOOGLE SEARCH AND ADVERTISING SERVICES AGREEMENT [****] ADDENDUM (March 25th, 2014)

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.

AVG Technologies N.V. – EXECUTION COPY Ref: 43761.0007 (March 25th, 2014)
AVG Technologies N.V. – DATED 7 MAY 2013 AVG Technologies N.V. AMENDED AND RESTATED 2013 OPTION PLAN (March 25th, 2014)

This Option Plan is designed in order to grant options on Shares (as further defined below) to certain employees of, or other persons having business relationships with, the Company and its Subsidiaries.

AVG Technologies N.V. – AMENDMENT NUMBER TWO (April 5th, 2013)

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”).

AVG Technologies N.V. – AMENDMENT NUMBER FOUR (April 5th, 2013)

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”).

AVG Technologies N.V. – AMENDMENT NUMBER THREE (April 5th, 2013)

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”).

AVG Technologies N.V. – AMENDMENT NUMBER FIVE1 (April 5th, 2013)

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”).

AVG Technologies N.V. – AMENDMENT NUMBER SIX (April 5th, 2013)

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”).

AVG Technologies N.V. – AMENDMENT NUMBER ONE1 (January 13th, 2012)

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”).

AVG Technologies N.V. – AMENDMENT No. 4 TO THE LEASE AGREEMENT (hereinafter referred to as the “Amendment no. 4”) concluded by and between (January 13th, 2012)
AVG Technologies N.V. – AMENDMENT NO. 1 TO THE LEASE AGREEMENT (hereinafter referred to as the “Amendment No. 1”) concluded by and among (January 13th, 2012)
AVG Technologies N.V. – AMENDMENT No. 3 TO THE LEASE AGREEMENT (hereinafter referred to as the “Amendment no. 3”) concluded by and between (January 13th, 2012)
AVG Technologies N.V. – FORM OF DIRECTOR INDEMNIFICATION AGREEMENT (January 13th, 2012)

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”).

AVG Technologies N.V. – AMENDMENT No. 2 TO THE LEASE AGREEMENT DATED APRIL 30, 2010 (hereinafter referred to as the “Amendment no. 2”) concluded by and between (January 13th, 2012)
AVG Technologies N.V. – Undersigned, DPA Nederland B.V., registered at the Gatwickstraat 11 in Sloten. Registered in the trade register under number 33227811, legally represented by Mr. O.O. Berten, hereafter “Sublessor”, and AVG Technologies N.V., registered at the Gatwickstraat 11 in Sloten. Registered in the trade register under number 34231583 and with turnover tax registration number NL8147.20.857.B.01, legally represented by Mr. J. Little. hereafter “Sublessee”, Take into consideration that: (January 13th, 2012)

Sublessor and sublessee have agreed on a sublease agreement on June 27th 2011 with regard to 493,9 sq.m. office space on the 6th floor including 4 parking spaces at the locally known Spectrum Building at the Gatwickstraat 9-39, 1043 GL, Sloten, with Land Register reference in Sloten, Section K, number 2748. Known to both parties so further explanation is not required.

AVG Technologies N.V. – Consultancy Agreement (January 13th, 2012)

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

AVG Technologies N.V. – AMENDMENT NO. 1 TO CREDIT AGREEMENT (January 13th, 2012)

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

AVG Technologies N.V. – Lessor : DPA Nederland B.V. Lessee : AVG Netherlands B.V. / AVG Technologies N.V. Commencement of financial year lessee : 1 January Building : Gatwickstraat 9-39, Sloten Cadastral municipality : Sloten Section : K Number : 2748 Size : 42 are and 65 centiare Surface area (m² NSA) : 493.9 m2 Lease period (in years) : 5 years Lease commencement date : 1 July 2011 End date : 30 June 2016 Period of notice for lease (in months) : 12 months Renewal options : After the end of the lease, it will be automatically renewed for a period of one year, six months and 15 days, through 15 January 2018. The leas (January 13th, 2012)

Reference to this model, and use thereof, is permitted exclusively in the event that entered, added or varying text is clearly recognisable as such. Additions or variations should be included under the heading ‘special provisions’. The ROZ cannot accept any liability for harmful consequences of the use of the text of the model.

AVG Technologies N.V. – 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 Administrative Agent Dated as of March 15, 2011 J. P. MORGAN SECURITIES LLC and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners (January 13th, 2012)

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

AVG Technologies N.V. – 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 (January 13th, 2012)

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”).

AVG Technologies N.V. – GOOGLE SEARCH AND ADVERTISING SERVICES AGREEMENT1 (January 13th, 2012)

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”).

AVG Technologies N.V. – LEASE AGREEMENT hereinafter referred to as “Agreement” concluded by and between (January 13th, 2012)
AVG Technologies N.V. – DATED 29 SEPTEMBER 2011 AVG Technologies N.V. AMENDED AND RESTATED 2011 OPTION PLAN (January 13th, 2012)

This Option Plan is designed in order to grant options on ordinary C shares in the capital of AVG Technologies N.V. to certain employees of, or other persons having business relationships with, AVG Technologies N.V. and its Subsidiaries.