0001193125-04-142742 Sample Contracts

Amendment to Third Amended and Restated Investor Rights Agreement
Investor 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.

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19,605,052 Shares GOOGLE INC. CLASS A COMMON SHARES, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • August 18th, 2004 • Google Inc. • New York
Contract
Google Inc. • August 18th, 2004 • California

The offer contained herein is valid for a license that is fully executed by July 30, 2001 and is subject to change without notice thereafter. STANFORD is under no obligation to grant a license or any other rights during or beyond the expiration date.

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