0001193125-07-175880 Sample Contracts

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
Distribution 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.

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AMENDMENT NO. 1 TO BIDDING RULES AGREEMENT
Bidding 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 AGREEMENT
Warrant 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.

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