·] Shares Avast Software N.V. Common Stock (€0.24 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2012 • Avast Software N.V. • Services-prepackaged software • New York
Avast Software N.V., a public limited liability company (naamloze vennootschap) formed under the laws of The Netherlands (the “Company”) proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [·] shares (the “Firm Shares”) of the Company’s common stock, €0.24 par value (the “Common Stock). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell to the several Underwriters at the Underwriters’ option an aggregate of up to [·] additional shares of the Company’s Common Stock (the “Option Shares”) as set forth in Section 2(c) hereof.
LICENSE AGREEMENT by and between Eduard Kučera Pavel Baudiš and ALWIL Software a.s. dated November 24, 2008 GLATZOVA & CO. Law FirmLicense Agreement • December 21st, 2011 • AVAST Software B.V.
SHAREHOLDERS’ AGREEMENT dated as of August 20, 2010 (as amended, modified, supplemented or restated from time to time, this “Agreement”), by and among Eduard Kučera, a private individual of Czech nationality, with Czech birth number 530111/112,...Shareholders’ Agreement • December 21st, 2011 • AVAST Software B.V.
WHEREAS, the Existing Shareholders and the Investors own or will own all issued and outstanding shares in the capital of the Company; the Company holds, directly, shares in AVAST Software a.s., further particulars of which are set forth in Annex A (the “Czech Company”) (the Company and the Czech Company, each a “Group Company” and together the “AVAST Group”);
AVAST SOFTWARE N.V. AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT DATED JULY 3, 2012Accession Agreement • July 12th, 2012 • Avast Software N.V. • Services-prepackaged software • New York
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of the 3rd day of July, 2012 by and among Avast Software N.V., a public limited liability company (naamloze vennootschap) formed under the laws of The Netherlands (together with any successor entity, the “Company”), each of the investors listed on Schedule A hereto (each a “Summit Investor” and collectively, the “Summit Investors”), each of the shareholders listed on Schedule B hereto (each a “Founder”, collectively, the “Founders” and, together with the Summit Investors, the “Existing Investors”), and any Person that becomes a party hereto pursuant to Section 2.15.
AGREEMENT ON THE LEASE OF NON-RESIDENTIAL PREMISESAgreement • December 21st, 2011 • AVAST Software B.V.
Lessor: HTP Budĕjovická s.r.o. Identification Number: 265 04 006 Registered Office: Prague 2, Vinohrady, Mánesova 917/28, Postal Code: 120 00 Lessee: ALWIL Software a.s. Identification Number: 276 36 917 Registered Office: Prague 10, Průběžná 2397/76, Postal Code: 100 00
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 7th, 2012 • AVAST Software B.V. • Services-prepackaged software
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [date] between Avast Software B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkeid), incorporated under the laws of the Netherlands (the “Company”), and [name] (“Indemnitee”). This Agreement shall supersede any prior indemnification agreement between the Company and the Indemnitee, which is hereby terminated.
Hosted Reseller AgreementHosted Reseller Agreement • December 21st, 2011 • AVAST Software B.V. • Delaware
THIS HOSTED RESELLER AGREEMENT (the “Agreement”), effective as of the date on which this Agreement first becomes fully executed by all Parties hereto (the “Effective Date”), is made and entered into between (a) on the one hand, AVAST Software a.s., with offices at Budejovicka 151/13a, Praha 4, 140 00, Czech Republic (“Company”), and (b) on the other hand, Digital River, Inc., with offices at 9625 West 76th Street, Eden Prairie, MN 55344, United States of America (“DR-Inc”) and Digital River Ireland Limited, with offices at Unit 153, Shannon Free Zone, Shannon, Co. Clare, Ireland (“DR-Ireland”) (DR-Inc and DR-Ireland either individually or collectively as set forth in this Agreement, “DR”) (DR-Inc, DR-Ireland, and Company each, a “Party,” or in any combination, the “Parties”), and sets forth the terms on which DR will resell Company’s products as the seller and merchant of record through a Commerce Solution created, owned, hosted and maintained by DR on DR’s “Commerce Express” platform.
AGREEMENT ON TRANSFER OF TRADEMARKS AND RIGHT TO USE OF DOMAIN NAMES by and between PAVEL BAUDIŠ and EDUARD KUČERA as Transferors and AVAST SOFTWARE A.S. as TransfereeAgreement • December 21st, 2011 • AVAST Software B.V.
