Bidding Rules Agreement Sample Contracts

FORM OF BIDDING RULES AGREEMENT
Bidding 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”).

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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.

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