Avg Technologies F1 Registration statement | AVGTF 13 Jan 12

EXHIBIT 10.8

AMENDMENT NO. 1

TO THE LEASE AGREEMENT

(hereinafter referred to as the “Amendment No. 1”)

concluded by and among

CTP Heršpická, spol. s r.o.

a company existing under the laws of the Czech Republic

Identification No.: 276 01 641

with its registered seat at Praha 1, Národní 41/973, PSČ 11000, Czech Republic

entered into the Commercial Register kept at the Municipal Court in Prague, Section C, File No.: 118130

represented by Mr. Remon L. Vos, per power of attorney

(hereinafter referred to as the “Lessor”)

and

AVG Technologies CZ, s.r.o.

a company existing under the laws of the Czech Republic

Identification No.: 440 17 774

with its registered seat at Brno, Lidická č.p. 965, č.or. 31, Postal Code 602 00, Czech Republic

entered into the Commercial Register kept at Regional Court in Brno, Section C, File No.: 3681

represented by Mr. Christophe Francois, executive director

(hereinafter referred to as the “Lessee”)

(the Lessor, the Lessee and CTP Property hereinafter collectively referred to as the “Parties” and individually to as the “Party”)

RECITALS

The Parties concluded the lease agreement dated 30 April 2010 (hereinafter referred to as the “Lease Agreement”) subject of which is a lease of (i) the non-residential premises in the area of 8.347 sq m situated on the second floor (= 3rd floor above ground), fourth floor (= 5th floor above ground), fifth floor (= 6th floor above ground), and (ii) the terrace space in the area of 450 sq m situated on the sixth floor (= 7th floor above ground), and (iii) the storage space in the area of 244 sq m situated in the underground floor (= 2nd floor below ground), and (iv) 100 secured car parking places in the underground parking place, all in the buildings reg. Nos. 873, 878, 879 (known as IQ building D, E, F) located on the land plots Nos. 115/67, 115/68 and 115/69 in cadastral area of Štýřice, municipality of Brno, district of Brno-venkov, and further described in the Lease Agreement (hereinafter referred to as the “Premises”).

As the Parties reached an agreement on exact terms and conditions of performance of certain Requested Changes (as defined in Article 12.6.1 of the Lease Agreement) in the Premises in accordance with the Article 12.6 of the Lease Agreement, these terms and conditions being further specified below, the Parties wish to modify the Lease Agreement accordingly.

C.	Any term starting with a capital letter used and not defined herein shall have the same meaning as set forth in the Lease Agreement.

Requested Changes I

1.1

In accordance with Article 12.6.1 of the Lease Agreement the Parties agreed on performance of Requested Changes specified in terms of technical specification and cost for their performance in the overview attached in theEnclosure No. 1, which forms an inseparable part hereof (hereinafter referred to as the “Requested Changes I”). The Lessor undertakes to perform the Requested Changes I properly, on time, on the Lessor’s own risk and costs and in compliance with all legal requirements and the agreed project documentation being formed especially by the lay-outs attached asEnclosure No. 2 hereto (hereinafter referred to as the “Project Documentation”). The Lessee undertakes to accept these Requested Changes I, provided that they are carried out properly, on time and under conditions specified in this Amendment No. 1, and to pay both the Rent Increase (as defined below) and the Price (as defined below) for the Requested Changes I in the amounts and in a way as indicated herein. The Requested Changes I will be performed in the Building and in the Premises. The Parties have agreed the Project Documentation with respect to the Requested Changes I, which can be modified in accordance with the provisions herein.

1.2

The total costs of the Requested Changes I have been agreed by the Parties in the total amount of EUR 1.588.273,00 (in words: one million five hundred and eighty eight thousand two hundred and seventy three Euro), i.e. CZK 41.295.096,00 (in words: forty one million two hundred and ninety five thousand nine hundred and six Euro) excluding VAT and including the 8% coordination fee of the total costs to be expended by the Lessor on performance of the Requested Changes I (as in theEnclosure No. 1) (hereinafter referred to as the “Total Costs of the Requested Changes I”).

For avoidance of doubts the Total Costs of the Requested Changes I and the 8% coordination fee covers any and all costs of the Lessor connected with the performance of the Requested Changes I, such as in particular, but not limited to, any costs of material and works, administrative and legal fees, travel costs, human resources costs, and permitting costs.

1.3

The Total Costs of the Requested Changes I, the Rent Increase and the Price are agreed as fixed and final price and may be increased only under conditions hereof, if there is a change in the specification (scope, performance, used materials etc.) of the Requested Changes I (as specified inEnclosure No. 1), or in the lay-outs (location etc.) (as specified inEnclosure No. 2), which is either needed for implementation of the Requested Changes I or additionally requested by the Lessee, and provided that a written instrument signed by both Parties will be concluded between the Parties (either a change order in the form attached asEnclosure No. 4 or an amendment in accordance with Article 1.8 below) specifying the modified specification or the change in lay-out/s of the Requested Changes I and new Total Costs of Requested Changes I, new Rent Increase, and/or new Price of the Requested Changes I. The Lessor is not allowed to seek any increase in the Total Costs of the Requested Changes I, unless this Amendment No. 1 expressly states otherwise.

1.4

In accordance with the Article 12.6.3 of the Lease Agreement, the part of the Total Costs for Requested Changes I equalling to EUR 1,300,000.00, i.e. CZK 33,020.000 excluding VAT and including the 8% coordination fee of the total costs of the Requested Changes I (hereinafter referred to as the“Rentalized Part”) shall be incorporated into the Rent (i.e. shall be a basis for the calculation of the Rent Increase as below, in other words shall be “rentalized”). As a result of such “rentalization” the total monthly Rent specified in the Article 5.1 of the Lease Agreement shall be as of the Final Completion Date (and in case of the Deferred Completion Event (as defined below) as of the day when all Substantial Defects have been removed and all Requested Changes I have been taken over by the Lessee in accordance with Article 1.6.) increased by 1/12 of 9% of the total amount of costs for the Rentalized Part, i.e. the monthly Rent as of the Final Completion Date shall be increased by the amount of EUR 9,750.00 (in words: nine thousand seven hundred and fifty Euro) excluding VAT, i.e. CZK 247.650 (in words: two hundred and forty seven thousand six hundred and fifty Czech Crowns) (hereinafter referred to as the “Rent Increase”). Value added tax applicable on the day of the taxable event (in Czech “den zdanitelného plnění”) will be added to the Rent Increase.

The Lessor shall lease the completed Requested Changes I (or their part if applicable) as a part of the Premises to the Lessee and the Lessee shall lease the completed Requested Changes I (or their part if applicable) as a part of the Premises from the Lessor as of the Final Completion Date, or the respective Partial Completion Date, subject to the conditions hereof.

The remaining part of the Total Costs for the Requested Changes I which is not being “rentalized” (hereinafter referred to as the “Invoiced Part”) equalling to EUR 288.273,00 (in words: two hundred and eighty eight thousand two hundred and seventy three Euro), i.e. CZK 7.495.098,00 (in words: seven million four hundred and ninety five thousand and ninety eight Czech Crowns) excluding VAT and including the 8% coordination fee of the total costs of the Requested Changes I (hereinafter referred to as the “Price”) shall be paid by the Lessee in a form of advance payments and final calculation. Each advance payment of the Price shall be paid by the Lessee based on the advance payment invoice issued by the Lessor after each Partial Completion Date, and (except for the last advance payment as below) shall be calculated as the sum of agreed costs of the respective Requested Changes I belonging among the Lessee’s Parts (as defined in Article 1.9 below) as such agreed cost are specified in theEnclosure No. 1 hereto, which have been delivered by the Lessor and handed over to the Lessee as of each Partial Completion Date, provided that those parts are without any Substantial Defects, as confirmed in accordance with Article 1.6. The last advance payment, which is supposed to be paid after the last Partial Completion Date shall be calculated as the difference between the Price and the total amount of advance payments paid by the Lessee after the preceding Partial Completion Dates. As of the Final Completion Date the Lessor shall issue a final invoice for the Price in which it performs the final calculation and recapitulation of all the advance payments paid to the Price as above.

In case there have been any Substantial Defects at the respective Partial Completion Date or Final Completion Date and the Lessee rejected to take over the Requested Changes I or their part belonging among the Lessee’s Parts (the “Deferred Completion Event”), the Lessor is entitled to issue the invoice and require payment from the Lessee only after such Substantial Defects have been removed and the respective Requested Changes I belonging among the Lessee’s Parts have been taken over by the Lessee in accordance with Article 1.6.

Any invoices under this Amendment no. 1 shall be issued by the Lessor in accordance with the Article 5.3 of the Lease Agreement. The Lessee shall have a right to return the invoice in which there are mistakes, improper calculations or other defects back to the Lessor. In such a case the new maturity period shall commence on the date of delivery of a new revised and proper invoice (tax document) to the Lessee.

1.5	The Parties agreed that the Lessor shall duly complete the Requested Changes I and hand them over to the Lessee by22 October 2010 at the latest (hereinafter referred to as the “Final Completion Date”) subject to the following conditions:

should the Lessee confirm to the Lessor the specification of materials to be used and an increase in costs of the Requested Changes I (if any) by the respective Lay-Out Freezing Dates (as defined in this Article below), the Requested Changes I shall be performed according to the floor lay-outs of the Premises agreed between the Parties and attached in theEnclosure No. 2 hereto, which forms an inseparable part hereof, in the time periods states in this Article below (hereinafter referred to as the “Partial Completion Date”);

in case the Lessee requires any modification of the respective floor lay-out attached in theEnclosure No. 2 hereto, the Lessee has to specify and agree such modification and connected increase in costs of the requested Changes I (if any) with the Lessor by the respective Lay-Out Freezing Date as below applicable for the respective floor of the Premises.

In case of an evident delay with providing the specification of materials to be used for the Requested Changes I and/or confirmation of the connected costs increase (if any) by the Lessee by the Lay-Out Freezing Date as under letter a) above, OR in case of any request for modification of the lay-out of the respective floor in the Premises after the Lay-Out Freezing Date applicable for the respective floor and connected increase in costs of the requested Changes I (if any) as under letter b) above, the Partial Completion Date and/or also the Final Completion Date, if necessary, shall be postponed by the number of days of the Lessee’s delay. In such a case the Parties shall agree on the new Partial Completion Date and/or also the Final Completion Date in writing.

Should (i) the evident delay of the Lessee with providing the Lessor with the above specifications and/or confirmations, or (ii) the additional requests of the Lessee for further modifications of the lay-outs of the Premises after the Lay-Out Freezing Dates confirmed by both Parties, and/or (iii) the evident delay of the Lessee not caused by the Lessor with the takeover of the Requested Changes I or their part, cause that the Requested Changes I cannot be completed (at all or only partially) or handed over to the Lessee by the Lessor as of the date of expiry of the twelve (12) month Rent discount agreed in Article 5.1 of the Lease Agreement, the Lessee shall be obliged to pay to the Lessor the Rent including the Rent Increase starting from the date of expiry of the twelve (12) month Rent discount agreed in Article 5.1 of the Lease Agreement.

The respective Requested Changes I are to be constructed in the following stages as below in this Article (hereinafter referred to as the “Stages”). The details of the timeline of the Requested Changes I with respect to the particular Stages are attached in theEnclosure No. 3 hereto (hereinafter referred to as the “Time Schedule”).

Stage I.: Server room (points 7 – 10 of the Time Schedule)