INDENTURE Dated as of May 19, 2011 Between GOOGLE INC., as Company and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee DEBT SECURITIESIndenture • May 19th, 2011 • Google Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of May 19, 2011, between GOOGLE INC., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2004 • Google Inc. • Delaware
THIS AGREEMENT is entered into, effective as DATE of by and between Google Inc., a Delaware corporation (the “Company”), and INDEMNITEE (“Indemnitee”).
14,159,265 Shares GOOGLE INC. CLASS A COMMON SHARES, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2005 • Google Inc. • Services-computer programming, data processing, etc. • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG GOOGLE INC., WHOPPER ACQUISITION CORP. AND CLICK HOLDING CORP. DATED AS OF APRIL 13, 2007Merger Agreement • April 19th, 2007 • Google Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 13, 2007, by and among Google Inc., a Delaware corporation (the “Buyer”), Whopper Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Click Holding Corp., a Delaware corporation (the “Company”).
TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • March 26th, 2014 • Google Inc. • Services-computer programming, data processing, etc. • Delaware
This Transfer Restriction Agreement (this “Agreement”) is made as of March 25 2014, among Google Inc., a Delaware corporation (the “Company” or “Google”), Larry Page and his Permitted Entities, and the other Holders signatory hereto. Capitalized terms used but not otherwise defined have the meaning set forth in Section 1.
GOOGLE INC. (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2014 • Google Inc. • Services-computer programming, data processing, etc. • New York
In accordance with the authorization granted by the Board of Directors, or a committee thereof, of Google Inc. (the “Company”), the Company proposes to sell from time to time, pursuant to the automatic shelf registration statement filed by the Company on Form S-3, in domestic or such foreign currencies or units of two or more currencies as the Company shall designate at the time of offering, an indeterminate aggregate principal amount of convertible or non-convertible debt securities identified in the Terms Agreement (as defined below) (the “Debt Securities” or “Securities”). Each issue of the Securities shall have such terms set forth in the applicable Terms Agreement.
GOOGLE INC.Restricted Stock Unit Agreement • March 30th, 2005 • Google Inc. • Services-computer programming, data processing, etc. • California
ALPHABET INC.Restricted Stock Unit Agreement • February 11th, 2016 • Google Inc. • Services-computer programming, data processing, etc. • New York
This Alphabet Restricted Stock Unit Agreement (the “Agreement”) is entered into as of [DATE] (the “Grant Date”) by and between [NAME] (the “Participant”) and Alphabet Inc., a Delaware corporation (“Alphabet”, and together with its Subsidiaries, the “Company”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among GOOGLE INC., SNOWMASS HOLDINGS INC., YOUTUBE, INC. and Each of the other parties identified on the signature pages hereto as Stockholder Parties Dated as of November 3, 2006Agreement and Plan of Merger • May 10th, 2007 • Google Inc. • Services-computer programming, data processing, etc. • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of November 3, 2006 (the “Agreement”) among Google Inc., a Delaware corporation (“Parent”), Snowmass Holdings Inc., a Delaware corporation (“Merger Sub”), YouTube, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company listed on the signature pages hereof (collectively, the “Stockholder Parties”).
GOOGLE RESTRICTED STOCK UNIT AMENDMENT AGREEMENTGoogle Restricted Stock Unit Amendment Agreement • October 29th, 2015 • Google Inc. • Services-computer programming, data processing, etc.
THIS GOOGLE RESTRICTED STOCK UNIT AMENDMENT AGREEMENT (this “Agreement”) dated as of 9-Sept-2015 is between Google Inc., a Delaware corporation (“Google”), and Omid Kordestani (“Executive”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AOL HOLDINGS LLCLimited Liability Company Agreement • March 16th, 2006 • Google Inc. • Services-computer programming, data processing, etc. • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of AOL Holdings LLC, a Delaware limited liability company (the “Company”), is dated as of [ ], 2006, among Time Warner Inc., a Delaware corporation, Google Inc., a Delaware corporation (“Google”), AOL LLC, a Delaware limited liability company (“AOL”), and TW AOL Holdings Inc., a Virginia corporation (“NewCo”).
AMENDED & RESTATED LICENSE AGREEMENTLicense Agreement • August 16th, 2004 • Google Inc. • California
Effective as of October 13, 2003 (“Effective Date”), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“STANFORD”), and Google Inc., a Delaware corporation having a principal place of business at 2400 Bayshore Parkway, Mountain View, CA 94043 (“GOOGLE”), agree as follows:
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 2nd, 2015 • Google Inc. • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of October 2, 2015, by and among Google Inc., a Delaware corporation (the “Company”), Alphabet Inc., a Delaware corporation (“Holdco”) and a direct, wholly owned subsidiary of the Company, and Maple Technologies Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Holdco.
GOOGLE REGISTRATION RIGHTS AGREEMENT MARCH __, 2006Registration Rights Agreement • March 16th, 2006 • Google Inc. • Services-computer programming, data processing, etc. • New York
This Registration Rights Agreement (this “Agreement”) is made as of March __, 2006, by and among Time Warner Inc., a Delaware corporation, AOL Holdings LLC, a Delaware limited liability company (“Holdco”), and Google Inc., a Delaware corporation (“Google”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1 hereof.
NONDISTURBANCE AND ATTORNMENT AGREEMENT (Amphitheatre)Nondisturbance and Attornment Agreement • April 29th, 2004 • Google Inc. • California
THIS NONDISTURBANCE AND ATTORNMENT AGREEMENT (“Agreement”) is made and entered into as of July 9, 2003, by and between WXIII/AMPHITHEATRE REALTY, L.L.C., a Delaware limited liability company (“Landlord”), and Google Technology Inc., a California corporation (“Subtenant”).
CONTRIBUTION AGREEMENT AMONG TIME WARNER INC. GOOGLE INC. and AMERICA ONLINE, INC.Contribution Agreement • March 16th, 2006 • Google Inc. • Services-computer programming, data processing, etc. • New York
This Contribution Agreement and Plan of Reorganization (this “Agreement”), dated as of March [ ], 2006, is entered into among TIME WARNER INC., a Delaware corporation (“Time Warner”), GOOGLE INC., a Delaware corporation (“Google”), and AMERICA ONLINE, INC., a Delaware corporation (“AOL”).
JOINDER AGREEMENT October 23, 2014Joinder Agreement • October 23rd, 2014 • Google Inc. • Services-computer programming, data processing, etc. • Delaware
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within such State, without regard to the conflict of laws principles thereof which would result in the application of the laws of any other jurisdiction.
AMENDMENTLease • April 29th, 2004 • Google Inc.
THIS AMENDMENT (this “Amendment”) is made as of the 19th day of April, 2001 by THE GOLDMAN SACHS GROUP, INC, a Delaware corporation (“Landlord”), SILICON GRAPHICS, INC., a Delaware corporation (“Tenant”), and SILICON GRAPHICS REAL ESTATE, INC., a Delaware corporation (“Seller”).
AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENTDistribution Agreement • August 9th, 2007 • Google Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDMENT NO. 1 (“Amendment”) to the Distribution Agreement dated as of April 20, 2007 among Google Inc., (“Google”), Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC and UBS Securities LLC, as Bidders (the “Distribution Agreement”) is made and entered into as of July 20, 2007.
Amendment to Third Amended and Restated Investor Rights AgreementInvestor Rights Agreement • August 18th, 2004 • Google Inc. • California
This Amendment No. 1 (the “Amendment”) to the Third Amended and Restated Investor Rights Agreement dated as of May 31, 2002 (the “Rights Agreement”) is made and entered into as of August , 2004 pursuant to Section 6.2 of the Rights Agreement by and among Google Inc., a Delaware corporation, the Investors (as defined in the Rights Agreement), and the other parties to the Rights Agreement. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.
AMENDMENT No. 2 TO SUBLEASESublease • April 29th, 2004 • Google Inc.
AMENDMENT No. 2 to Sublease dated as of December 17, 2003 (this “Amendment”) by and between SILICON GRAPHICS, INC., a Delaware corporation, as Sublandlord, and GOOGLE INC., a Delaware corporation (successor to Google Technology Inc., a California corporation), as Subtenant.
GOOGLE INC.Stock Option Agreement • March 30th, 2005 • Google Inc. • Services-computer programming, data processing, etc. • California
Unless otherwise defined herein, the terms defined in the 2004 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
5,300,000 Shares GOOGLE INC. CLASS A COMMON SHARES, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2006 • Google Inc. • Services-computer programming, data processing, etc. • New York
Google Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Underwriter”) an aggregate of 5,300,000 shares of the Class A Common Stock, $0.001 par value per share, of the Company (the “Shares”).
Re: Separation Agreement and ReleaseSeparation Agreement and Release • October 23rd, 2014 • Google Inc. • Services-computer programming, data processing, etc.
In accordance with the Transition Letter dated July 18, 2014, to assist in your transition from employment which is scheduled to end on September 7, 2014 (“Termination Date”), Google Inc. (the “Company”) offers the following benefits to you subject to the conditions described in this letter (the “Agreement”). We hope that you accept this package of benefits by agreeing to the terms outlined below and we wish you well in your future endeavors.
Lenovo to Acquire Motorola Mobility from GoogleAcquisition Agreement • January 29th, 2014 • Google Inc. • Services-computer programming, data processing, etc.
Research Triangle Park, North Carolina, and Mountain View, California - January 29, 2014: Lenovo (HKSE: 992) (ADR: LNVGY) and Google (NASDAQ: GOOG) today have entered into a definitive agreement under which Lenovo plans to acquire the Motorola Mobility smartphone business. With a strong PC business and a fast-growing smartphone business, this agreement will significantly strengthen Lenovo’s position in the smartphone market. In addition, Lenovo will gain a strong market presence in North America and Latin America, as well as a foothold in Western Europe, to complement its strong, fast-growing smartphone business in emerging markets around the world.
GOOGLE INC. (a Delaware corporation) $1,000,000,000 Notes due 2014 $1,000,000,000 Notes due 2016 $1,000,000,000 Notes due 2021 TERMS AGREEMENTTerms Agreement • May 19th, 2011 • Google Inc. • Services-computer programming, data processing, etc. • New York
• the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate, as defined in the Preliminary Prospectus, plus 5 basis points in the case of the 2014 Notes, 7.5 basis points in the case of the 2016 Notes and 10 basis points in the case of the 2021 Notes.
LANDLORD-SUBTENANT AGREEMENT (Amphitheatre)Landlord-Subtenant Agreement • April 29th, 2004 • Google Inc. • California
THIS AGREEMENT (this “Agreement”) is made as of the 9th day of July, 2003, between WXIII/AMPHITHEATRE REALTY, L.L.C., a Delaware limited liability company (“Landlord”), and GOOGLE TECHNOLOGY INC., a California corporation (“Subtenant”), joined in (with respect to specified provisions) by SILICON GRAPHICS, INC., a Delaware corporation (“Tenant”).
FORM OF BIDDING RULES AGREEMENTBidding Rules Agreement • April 23rd, 2007 • Google Inc. • Services-computer programming, data processing, etc. • New York
Bidding Rules Agreement dated as of April 20, 2007 among Google Inc., a corporation organized under the laws of Delaware (“Google”), Morgan Stanley & Co. Incorporated, as Auction Manager and Bidder, Citigroup Global Markets Inc., as Warrant Agent and Bidder, and Credit Suisse Securities (USA) LLC and UBS Securities LLC, as Bidders (the “Bidding Rules Agreement”).
AMENDED & RESTATED LICENSE AGREEMENTLicense Agreement • June 21st, 2004 • Google Inc. • California
Effective as of October 13, 2003 (“Effective Date”), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“STANFORD”), and Google Inc., a Delaware corporation having a principal place of business at 2400 Bayshore Parkway, Mountain View, CA 94043 (“GOOGLE”), agree as follows:
AMENDMENT NO. 1 TO BIDDING RULES AGREEMENTBidding Rules Agreement • August 9th, 2007 • Google Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDMENT NO. 1 (“Amendment”) to the Bidding Rules Agreement dated as of April 20, 2007 among Google Inc., (“Google”), Morgan Stanley & Co. Incorporated, as Auction Manager and Bidder, Citigroup Global Markets Inc., as Warrant Agent and Bidder, and Credit Suisse Securities (USA) LLC and UBS Securities LLC, as Bidders (the “Bidding Rules Agreement”) is made and entered into as of July 20, 2007.
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • August 9th, 2007 • Google Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDMENT NO. 1 (“Amendment”) to the Warrant Agreement dated as of April 20, 2007 among Google Inc. (“Google”), Citigroup Global Markets Inc., as Warrant Agent, and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Management LLC, and UBS AG, London Branch, as Warrantholders (the “Warrant Agreement”) is made and entered into as of July 20, 2007.
GOOGLE INC.Stock Option Agreement • February 12th, 2014 • Google Inc. • Services-computer programming, data processing, etc. • New York
This Stock Option Agreement (the “Option Agreement”) is entered into as of [DATE] (the “Grant Date”) by and between [NAME] (the “Optionee”) and Google Inc. (“Google”, and together with its Subsidiaries, the “Company”).
GOOGLE INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF November 7, 2009Registration Rights Agreement • June 28th, 2010 • Google Inc. • Services-computer programming, data processing, etc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is dated as of November 7, 2009 (this “Agreement”), by and between Google Inc., a Delaware corporation (the “Company”), the parties listed in Exhibit A hereto (the “Sellers”) and James Goetz, as the Stockholders’ Representative (the “Stockholders’ Representative”).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG GOOGLE TECHNOLOGY INC., BERMUDA ACQUISITION INC., APPLIED SEMANTICS, INC. AND THE OTHER PARTIES SIGNATORY HERETO Dated as of April 18, 2003Merger Agreement • April 29th, 2004 • Google Inc. • California
This MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of April 18, 2003, by and among Google Technology Inc., a California corporation (“Parent”), Bermuda Acquisition Inc., a California corporation and wholly-owned subsidiary of Parent (“Sub”), Applied Semantics, Inc., a California corporation (the “Company”), Jordan Libit, Jason Liebman, Eytan Elbaz, Brad Stein, Gil Elbaz and Adam Weissman (together, the “Indemnifying Officers”) and, with respect to Article 7 and Article 9 only, Jordan Libit as Securityholder Agent, and U.S. Bank, National Association., as Escrow Agent. Capitalized terms used and not otherwise defined herein have the meanings given to them in Article 10.
PURCHASE AND SALE AGREEMENT by and among WXIII/Amphitheatre Realty, L.L.C., WXIII/Crittenden Realty A/B, L.L.C., WXIII/Crittenden Realty C, L.L.C., and WXIII/Crittenden Realty D, L.L.C., as Sellers AND Google Inc., as Purchaser Dated as of June 9, 2006Purchase and Sale Agreement • August 9th, 2006 • Google Inc. • Services-computer programming, data processing, etc. • California
All that certain Real Property in the City of Mountain View, County of Santa Clara, State of California, described as follows: All of Lot 1, as shown upon that certain Map entitled, “Parcel Map Vista Slope – A Four Lot Subdivision”, which Map was filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on October 14, 1994 in Book 659 of Maps, at pages 13 through 19.
