FORM S−3ASRonline.wsj.com/public/resources/documents/Google-20070207.pdf · 7.02.2007 · FORM S−3ASR Google Inc. − GOOG Filed: February 07, 2007 (period: ) Automatic shelf

FORM S−3ASRGoogle Inc. − GOOG

Filed: February 07, 2007 (period: )

Automatic shelf registration statement of securities of well−known seasoned issuers

Table of Contents

As filed with the Securities and Exchange Commission on February 7, 2007

Registration No. 333−

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S−3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GOOGLE INC.(Exact name of Registrant as specified in its charter)

Delaware 7375 77−0493581(State of Incorporation) (Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(650) 253−0000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Eric Schmidt

Chief Executive Officer

Google Inc.



(650) 253−0000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Source: Google Inc., S−3ASR, February 07, 2007

Copies to:

David C. Drummond, Esq.

Donald S. Harrison, Esq.

David T. Sobota, Esq.

Google Inc.



(650) 253−0000

William H. Hinman, Jr., Esq.

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, CA 94304

(650) 251−5000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the followingbox: ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ⌧

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post−effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post−effective amendment thereto that shall become effective upon filingwith the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ⌧

If this Form is a post−effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities oradditional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be RegisteredAmount to be

Registered

Proposed MaximumOffering Price

Per Unit(1)

Proposed MaximumAggregate

Offering PriceAmount of

Registration Fee

Class A Common Stock, $0.001 par value 3,233,464 $ 472.10 $1,526,518,354.40 $ 163,337.46

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amendedbased upon the average of the high and low prices of the registrant’s Class A Common Stock on February 5, 2007 as reported on the Nasdaq Global SelectMarket.


Table of Contents3,233,464 Shares

Google Inc.

Class A Common Stock

All of the shares of our Class A common stock in this offering are being sold by the selling stockholders identified in this prospectus or a supplementhereto. The shares of our Class A common stock that may be offered by each selling stockholder using this prospectus represent shares of our Class A commonstock that we issued to such selling stockholder in connection with our acquisition of YouTube, Inc. We will not receive any of the proceeds from the sale ofthese shares of our Class A common stock by the selling stockholders.

We have two classes of authorized common stock, Class A common stock and Class B common stock. Our Class A common stock is listed on The NasdaqGlobal Select Market under the symbol “GOOG.” The last reported sale price of our Class A common stock on February 5, 2007 was $467.16 per share.

This prospectus describes the general manner in which the shares of our Class A common stock may be offered and sold by the selling stockholders. Ifnecessary, the specific manner in which shares of Class A common stock may be offered and sold will be described in a supplement to this prospectus.

Investing in our securities involves risk. You should carefully consider the risks described under “Risk Factors” in Item 1A of our most recent QuarterlyReport on Form 10−Q filed on November 8, 2006 (which document is incorporated by reference herein), as well as the other information contained orincorporated by reference in this prospectus or in any supplement hereto before making a decision to invest in our securities. See “Where You Can Find MoreInformation” below.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 7, 2007.


Table of ContentsTABLE OF CONTENTS

Page

Prospectus Summary 1Risk Factors 4Use of Proceeds 4Dividend Policy 4Selling Stockholders 4Plan of Distribution 25Legal Matters 27Experts 27Incorporation by Reference 27Where You Can Find Additional Information 28

i


Table of ContentsFORWARD LOOKING STATEMENTS

This prospectus, including the documents incorporated by reference into this prospectus, includes forward−looking statements within the meaning ofSection 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward−looking statements include all statementsother than statements of historical facts contained in this prospectus, including statements regarding our future financial position, business strategy, plans andobjectives of management for future operations, statements relating to the costs associated with implementing our TSO program, our expected stock−basedcompensation charges, the expected dilution related to equity grants to our employees and our anticipated effective tax rate for 2007. The words “believe,”“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward−looking statements.

We have based these forward−looking statements largely on our current expectations and projections about future events and financial trends that webelieve may affect our financial condition, results of operations, business strategy, short term and long term business operations and objectives, and financialneeds. These statements are based on information available to us on the date hereof, and we assume no obligation to update any such forward−lookingstatements.

The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, risks related to our hiringpatterns, the amount of stock−based compensation we issue to our service providers, the uncertain and complex nature of tax forecasting and the fact that we mayhave exposure to greater than expected tax liabilities. In light of these risks, uncertainties and assumptions, the forward−looking events and circumstancesdiscussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward−lookingstatements.

Although we undertake no obligation to revise or update any forward−looking statements, whether as a result of new information, future events orotherwise, except as required by law, you are advised to consult any additional disclosures we make in our quarterly reports on Form 10−Q, annual report onForm 10−K and current reports on Form 8−K filed with the Commission. See “Where You Can Find Additional Information.” We provide a cautionarydiscussion of selected risks and uncertainties regarding an investment in our Class A common stock in our periodic reports and in other documents that wesubsequently file with the Commission.

ii


Table of ContentsPROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in makingyour investment decision. You should read this summary together with the more detailed information included elsewhere in, or incorporated by reference into,this prospectus, including our financial statements and the related notes. You should carefully consider, among other things, the matters discussed in “RiskFactors,” which we describe in our more recent quarterly report on Form 10−Q for the quarter ended September 30, 2006, filed November 8, 2006 and in otherdocuments that we subsequently file with the Securities and Exchange Commission.

Google Inc.

Google Inc. is a global technology leader focused on improving the ways people connect with information. Our innovations in web search and advertisinghave made our web site a top Internet destination and our brand one of the most recognized in the world. We maintain the largest, most comprehensive index ofweb sites and other content, and we make this information freely available to anyone with an Internet connection. Our automated search technology helps peopleobtain nearly instant access to relevant information from our vast online index.

We generate revenue primarily by delivering relevant, cost−effective online advertising. Businesses use our AdWords program to promote their productsand services with targeted advertising. In addition, the thousands of third−party web sites that comprise the Google Network use our AdSense program to deliverrelevant ads that generate revenue and enhance the user experience.

Our mission is to organize the world’s information and make it universally accessible and useful. We believe that the most effective, and ultimately themost profitable, way to accomplish our mission is to put the needs of our users first. We have found that offering a high−quality user experience leads toincreased traffic and strong word−of−mouth promotion. Our dedication to putting users first is reflected in three key commitments we have made to our users:

• We will do our best to provide the most relevant and useful search results possible, independent of financial incentives. Our search results will beobjective and we will not accept payment for inclusion or ranking in them.

• We will do our best to provide the most relevant and useful advertising. Advertisements should not be an annoying interruption. If any element on asearch result page is influenced by payment to us, we will make it clear to our users.

• We will never stop working to improve our user experience, our search technology and other important areas of information organization.

We believe that our user focus is the foundation of our success to date. We also believe that this focus is critical for the creation of long−term value. We donot intend to compromise our user focus for short−term economic gain.

Recent Developments

On January 31, 2007, we announced our unaudited interim financial results for the quarter and fiscal year ended December 31, 2006. These financialresults included the following:

Revenue

Revenues of $3.21 billion for the quarter ended December 31, 2006, an increase of 67% compared to the fourth quarter of 2005 and an increase of 19%compared to the third quarter of 2006.

Google sites generated revenues of $1.98 billion, or 62% of total revenues, in the fourth quarter of 2006. This represents an 80% increase over fourthquarter 2005 revenues of $1.10 billion and a 22% increase over third quarter 2006 revenues of $1.63 billion.

Our partner sites generated revenues, through AdSense programs, of $1.20 billion, or 37% of total revenues, in the fourth quarter of 2006. This is a 50%increase over revenues of $799 million generated in the fourth quarter of 2005 and a 16% increase over third quarter 2006 revenues of $1.04 billion.


1


Table of ContentsRevenues from outside of the United States contributed 44% of total revenues in the fourth quarter of 2006, compared to 44% in the third quarter of 2006

and 38% in the fourth quarter of 2005.

Aggregate paid clicks, which include clicks related to ads served on Google sites and our AdSense partners’ sites, increased approximately 61% over thefourth quarter of 2005 and approximately 22% over the third quarter of 2006.

Traffic Acquisition Costs

Traffic Acquisition Costs (“TAC”), the portion of revenues shared with our partners, increased to $976 million in the fourth quarter of 2006. Thiscompares to TAC of $825 million in the third quarter of 2006. TAC as a percentage of advertising revenues was 31% in both the fourth quarter and the thirdquarter of 2006.

The majority of TAC expense is related to amounts ultimately paid to our AdSense partners, which totaled $916 million in the fourth quarter of 2006. TACis also related to amounts ultimately paid to certain distribution partners and others who direct traffic to our website, which totaled $60 million in the fourthquarter of 2006.

Other Cost of Revenues

Other cost of revenues, which is comprised primarily of data center operational expenses, as well as credit card processing charges, increased to $307million, or 10% of revenues, in the fourth quarter of 2006, compared to $223 million, or 8% of revenues, in the third quarter of 2006.

Operating Expenses

Operating expenses, other than cost of revenues, were $862 million in the fourth quarter of 2006. These operating expenses included $493 million inpayroll−related and facilities expenses.

Stock−Based Compensation

In the fourth quarter of 2006, the total charge related to stock−based compensation was $134 million as compared to $100 million in the third quarter of2006.

We currently anticipate that we will launch our employee transferable stock options (“TSO”) program in the second quarter of 2007. Because alloutstanding stock options granted under our 2004 Stock Plan after our initial public offering to employees other than our Executive Management Group will bemodified to allow selling under the program, we expect to incur a modification charge in accordance with GAAP of approximately $90 million in the secondquarter of 2007 related to vested options as of the end of that quarter and a charge of approximately $160 million over their remaining vesting periods of up toapproximately four years related to unvested options.

The market value of our stock used to compute the above forecasted modification charges was $494 per share. The actual charge will be different to theextent the number of options outstanding at the time we launch the TSO program is different than our expectations, or to the extent the variables used to revaluethese options, including the market value and volatility of our stock, are different.

Also, the fair value of each option granted under the TSO program in the future will be greater, resulting in more stock−based compensation per option.Before these incremental charges related to the TSO program, we currently estimate stock−based compensation charges for grants to employees prior toJanuary 1, 2007 to be approximately $621 million for 2007. This does not include expenses to be recognized related to employee stock awards that are grantedafter January 1, 2007 or non−employee stock awards that have been or may be granted. We currently anticipate that dilution related to all equity grants toemployees will be at or below 2% per year.

Operating Income

Operating income for the fourth quarter was 2006 of $1.06 billion, or 33% of revenues. This compares to operating income of $931 million, or 35% ofrevenues, in the third quarter of 2006.

2


Table of ContentsNet Income

Net income for the fourth quarter of 2006 was $1.03 billion as compared to $733 million in the third quarter of 2006.

Earnings Per Share

Earnings per share for the fourth quarter of 2006 was $3.29, on 313 million diluted shares outstanding, compared to $2.36 for the third quarter of 2006, on311 million diluted shares outstanding.

Income Taxes

Our effective tax rate was 13% for the fourth quarter of 2006 and 23% for the full year of 2006. In December 2006, we entered into an Advanced PricingAgreement (“APA”) with the IRS in connection with certain intercompany transfer pricing arrangements. The APA applies to the taxation years beginning in2003. As a result of the APA, we reduced certain of our income tax contingency reserves and recognized an income tax benefit of $90 million in the fourthquarter of 2006.

We expect our effective tax rate for 2007 will be at or below 30%.

In addition, in the fourth quarter of 2006, the 2006 R&D tax credit was enacted, which resulted in a $78 million benefit to our provision for income taxes.$43 million of this benefit pertained to the first three quarters of 2006.

Cash Flow and Capital Expenditures

Net cash provided by operating activities for the fourth quarter of 2006 totaled $911 million as compared to $1 billion for the third quarter of 2006. In thefourth quarter of 2006, capital expenditures were $367 million, the majority of which was related to IT infrastructure investments, including data centers, servers,and networking equipment.

Cash

As of December 31, 2006, cash, cash equivalents, and marketable securities were $11.2 billion.

Corporate Information

We were incorporated in California in September 1998. In August 2003, we reincorporated in Delaware. On a worldwide basis, we employed 10,674full−time employees as of December 31, 2006, up from 9,378 full time employees as of September 30, 2006. Our headquarters are located at 1600 AmphitheatreParkway, Mountain View, California 94043, and our telephone number is (650) 253−0000. We maintain a number of web sites including www.google.com. Theinformation on our web sites is not part of this prospectus.

Google, AdSense, AdWords, I’m Feeling Lucky, PageRank, Blogger, orkut, Picasa, Keyhole, Gmail and Sketchup are registered trademarks in the UnitedStates. Our unregistered trademarks include YouTube, dMarc, Froogle, Blog*Spot, Measure Map, JotSpot and Writely. All other trademarks, trade names andservice marks appearing in this prospectus are the property of their respective holders.

3


Table of ContentsRISK FACTORS

You should carefully consider, among other things, the matters discussed under “Risk Factors” in Item 1A of our most recent Quarterly Report on Form10−Q filed on November 8, 2006, and in other documents that we subsequently file with the Securities Exchange Commission, all of which are incorporated byreference to this Prospectus.

USE OF PROCEEDS

All of the shares of Class A common stock being offered hereby are being sold by the selling stockholders identified in this prospectus, their pledgees,donees, transferees or other successors in interest. We will not receive any proceeds from the sale of shares of Class A common stock. The selling stockholderswill receive all of the net proceeds from this offering. See “Selling Stockholders.”

DIVIDEND POLICY

We have never declared or paid any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay anydividends in the foreseeable future.

SELLING STOCKHOLDERS

This prospectus relates to the resale of shares of our Class A common stock held by the selling stockholders listed below. The selling stockholdersacquired these shares from us in a private offering pursuant to an exemption from registration provided in Regulation D, Rule 506 under Section 4(2) of theSecurities Act in connection with our acquisition of YouTube, Inc. in November, 2006. The Registration Statement of which this prospectus is a part of has beenfiled pursuant to registration rights granted to the selling stockholders as part of our acquisition.

Under the terms of the registration rights agreement between us, the selling stockholders and other parties, we will pay all expenses of the registration ofthe shares of Class A common stock, including Commission filings fees, except that the selling stockholders will pay all underwriting discounts and sellingcommissions, if any. Our expenses for the registration of the shares of Class A common stock are estimated to be $333,337.

The table below sets forth certain information known to us, based upon written representations from the selling stockholders, with respect to the beneficialownership of our shares of Class A common stock held by the selling stockholders as of November 15, 2006. Because the selling stockholders may sell, transferor otherwise dispose of all, some or none of the shares of our Class A common stock covered by this prospectus, we cannot determine the number of such sharesthat will be sold, transferred or otherwise disposed of by the selling stockholders, or the amount or percentage of shares of our Class A common stock that will beheld by the selling stockholders upon termination of any particular offering. See “Plan of Distribution.” For the purposes of the table below, we assume that theselling stockholders will sell all their shares of Class A common stock covered by this prospectus.

In the table below, the percentage of shares beneficially owned is based on 223,387,165 shares of our Class A common stock outstanding at October 31,2006, determined in accordance with Rule 13d−3 of the Exchange Act. Under such rule, beneficial ownership includes any shares over which the individual hassole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty days of such date through theexercise of any options or other rights. Unless otherwise indicated in the footnotes, each person has sole voting and investment power (or shares such powerswith his or her spouse) with respect to the shares of Class A common stock shown as beneficially owned.

Unless otherwise described below, to our knowledge, none of the selling stockholders nor any of their affiliates has held any position or office with, beenemployed by or otherwise had any material relationship with us or our affiliates during the three years prior to the date of this prospectus. In addition, based oninformation provided to us, none of the selling stockholders that are affiliates of broker−dealers, if any, purchased the shares of Class A common stock outsidethe ordinary course of business or, at the time of their acquisition of the shares of Class A common stock, had any agreements, understandings or arrangementswith any other persons, directly or indirectly, to dispose of the shares.

The figures in the table below include shares of Class A common stock held in escrow for the selling stockholders pursuant to the Escrow Agreement,dated as of November 13, 2006 among us, U.S. Bank National Association and Keith Rabois. The figures in the table below also include restricted shares ofClass A common stock issued to certain selling stockholders.

4


Table of Contents

Prior to the offering 1

Number of

shares of ClassA commonstock being

registered forresale2

After the offering (assuming all

shares of Class A common stock

being offered are sold)

Name of Selling Stockholder

Number of

shares of ClassA common

stockbeneficially

owned

Percent ofshares of Class

A commonstock

outstanding

Number ofshares of Class

A commonstock

beneficiallyowned


A commonstock

outstanding

Artis Microcap Fund, L.P.3

46,089 * 46,089 — *Artis Microcap Master Fund, L.P.

436,501 * 36,501 — *

Artis Technology 2X, L.P.5

3,693 * 1,308 2,385 *Artis Technology 2X Ltd.

645,809 * 22,016 23,793 *

Artis Technology Partners, L.P.7

974 * 427 547 *Artis Technology Partners Ltd.

820,565 * 11,504 9,061 *

Artis Technology Qualified 2X, L.P.9

17,156 * 7,098 10,058 *Artis Technology Qualified Partners, L.P.

105,834 * 3,906 1,928 *

The Chad Hurley Irrevocable Children’s Trust11

41,232 * 41,232 — *Christina Brodbeck

1218,898 * 18,898 — *

David Chia−Wei Chen 20,616 * 20,616 — *Richard Chen 20,616 * 20,616 — *Sharon Chen 20,616 * 20,616 — *Steve Chen

13625,366 * 625,366 — *

Steve Chen 2006 Grantor Retained Annuity Trust14

68,721 * 68,721 — *Colin Peter Corbett

1513,744 * 13,744 — *

Dwipal Akhilesh Desai16

12,885 * 12,885 — *Cuong Do

1737,796 * 37,796 — *

Kevin Christopher Donahue18

25,770 * 25,770 — *Mayrose Dunton

198,590 * 8,590 — *

Heather Nicole Gillette20

8,590 * 8,590 — *Carol Louise Gunby 5,154 * 5,154 — *Bradley Wayne Heilburn

2112,885 * 12,885 — *

Shannon Hermes22

2,577 * 2,577 — *Brent Hurley

2322,334 * 22,334 — *

Chad Hurley24

694,087 * 694,087 — *Donald Hurley and JoAnn Hurley, as joint tenants

2510,308 * 10,308 — *

Heather Michelle Hurley 6,872 * 6,872 — *Jawed Karim 137,443 * 137,443 — *

5


Table of Contents


Number of







Number of


stockbeneficially

owned


A commonstock

outstanding


A commonstock

beneficiallyowned


A commonstock

outstanding

Erik Klein26

7,731 * 7,731 — *Christopher Maxcy

275,583 * 5,583 — *

Jacob Mark McGuire28

3,436 * 3,436 — *Christopher Miller 6,013 * 6,013 — *Yu Pan

2975,59330 * 75,593 — *

Michael Kenneth Powers 4,295 * 4,295 — *Hong J. Qu

316,013 * 6,013 — *

Keith Rabois 8,590 * 8,590 — *Matthew Noel Rizzo

327,731 * 7,731 — *

Micah Jody Schaffer Shebar33

3,436 * 3,436 — *Michael Abe Solomon

3441,232 * 41,232 — *

Julie Rebecca Supan35

10,308 * 10,308 — *Sequoia Capital XI, L.P.

36, 37, 38941,027 * 941,027 — *

Sequoia Capital XI, L.P. Transferees:39

Alfred I. duPont Testamentary Trust40

13,707 * 5,413 8,294 *Trustees of Amherst College

417,216 * 7,216 — *

Barr Foundation42

14,434 * 14,434 — *The Bat Hanadiv Foundation No. 3

433,608 * 3,608 — *

Trustees of Boston University44

1,700 * 1,700 — *Brown University

453,608 * 3,608 — *

CDB Web Tech International LP46

7,216 * 7,216 — *The Church Pension Fund

4740,515 * 7,216 33,299 *

The President and Trustees of Colby College48

7,608 * 3,608 4,000 *The Trustees of Columbia University in the City

of New York49

14,434 * 14,434 — *Commonfund Capital Venture Partners VI, L.P.

5018,042 * 18,042 — *

Trustees of Dartmouth College51

8,989 * 7,216 1,773 *The Trustees of Davidson College

523,608 * 3,608 — *

6


Table of Contents


Number of







Number of


stockbeneficially

owned


A commonstock

outstanding


A commonstock

beneficiallyowned


A commonstock

outstanding

The Duke Endowment53

20,539 * 10,826 9,713 *Employees’ Retirement Plan of Duke University

541,352 * 1,352 — *

FLAG Venture Partners IV, L.P.55

10,826 * 10,826 — *The Ford Foundation

56218,989 * 25,257 193,732 *

Gordon E. and Betty I. Moore Foundation57

14,434 * 14,434 — *Gothic Corporation

5813,079 * 13,079 — *

Trustees of Grinnell College59

3,608 * 3,608 — *HarbourVest Partners VII−Venture Partnership

Fund, L.P.60

19,847 * 19,847 — *Harvard Management Private Equity Corporation

6137,866 * 18,042 19,824 *

State Street Bank and Trust Company as Trusteefor Hewlett−Packard Company Master Trust

6298,613 * 5,413 93,200 *

HFI Private Equity Ltd.63

3,608 * 3,608 — *International Bank for Reconstruction and

Development, as Trustee for the Retired StaffBenefits Plan and Trust

645,413 * 5,413 — *

Innotech Investments Limited65

3,608 * 3,608 — *The J. Paul Getty Trust

663,608 * 3,608 — *

The James Irvine Foundation67

14,721 * 9,021 5,700 *522 Fifth Avenue Fund, L.P.

6871 * 71 — *

J.P. Morgan Pooled Venture Capital InstitutionalInvestors II, LLC

6911,015 * 11,015 — *

7


Table of Contents


Number of







Number of


stockbeneficially

owned


A commonstock

outstanding


A commonstock

beneficiallyowned


A commonstock

outstanding

J.P. Morgan Pooled Venture Capital PrivateInvestors II, LLC

70

3,345 * 3,345 — *Knightsbridge Integrated Holdings V LP

7117,924 * 14,434 3,490 *

Legacy Venture II, LLC72

1,805 * 1,805 — *Massachusetts Institute of Technology

7314,434 * 14,434 — *

Kleinwort Benson (Channel Islands) Ltd asCustodian for VenCap 6 Ltd

743,608 * 3,608 — *

The M.I.T. Retirement Plan – Benefits Fund75

3,608 * 3,608 — *M. J. Murdock Charitable Trust

7617,414 * 10,207 7,207 *

Morse V Partners77

1,805 * 1,805 — *Northwestern University

7812,068 * 3,608 8,460 *

Park Street Capital Private Equity Fund V, L.P.79

5,413 * 5,413 — *Partners Healthcare System, Inc. – Long Term

Pool80

5,413 * 5,413 — *Kleinwort Benson (Channel Islands) Ltd as

Custodian for VenCap 9 Ltd81

9,021 * 9,021 — *The Trustees of Princeton University

8219,847 * 19,847 — *

Adveq Technology III C.V.83

9,021 * 9,021 — *University of Virginia Investment Management

Company84

5,413 * 5,413 — *The Regents of the University of Minnesota

855,413 * 5,413 — *

8


Table of Contents


Number of







Number of


stockbeneficially

owned


A commonstock

outstanding


A commonstock

beneficiallyowned


A commonstock

outstanding

Rensselaer Polytechnic Institute86

7,516 * 7,216 300 *The Rockefeller Foundation

8719,609 * 5,409 14,200 *

The San Francisco Symphony88

1,700 * 1,700 — *The President and Board of Trustees of Santa Clara

College, dba Santa Clara University89

4,761 * 3,608 1,153 *Sherman Fairchild Foundation

9024,066 * 5,413 18,653 *

Spur Ventures, L.P.91

3,608 * 3,608 — *SVB Strategic Investors Fund II, L.P.

925,413 * 5,413 — *

University of Minnesota Foundation InvestmentAdvisors

935,413 * 5,413 — *

University of Notre Dame du Lac94

39,848 * 19,847 20,001 *Oxford University Fund L.P.

953,402 * 3,402 — *

University of Rochester96

3,608 * 3,608 — *University of Southern California

9730,901 * 18,042 12,859 *

University Technology Ventures, LP98

12,629 * 12,629 — *The Vanderbilt University

9917,011 * 17,011 — *

Wellesley College100

3,608 * 3,608 — *The William and Flora Hewlett Foundation

10128,923.18 * 7,216 21,707.18 *

The President and Trustees of Williams College102

12,808 * 3,608 9,200 *WIP Investment Associates, LLC

10314,434 * 14,434 — *

Yale University104

18,042 * 18,042 — *

9


Table of Contents


Number of







Number of


stockbeneficially

owned


A commonstock

outstanding


A commonstock

beneficiallyowned


A commonstock

outstanding

All Other Sequoia Capital XI, L.P. Investors andTheir Transferees who Beneficially Own, inthe Aggregate, Less than 1% of the Class Acommon stock

105409,058 * 409,058 — *

Sequoia Capital XI Principals Fund106, 107

102,376 * 102,376 — *Sequoia Technology Partners XI

108, 109, 11029,724 * 29,724 — *

Sequoia Technology Partners XI Transferees:111

505 Ventures112

127 * 127 — *Agus Family Trust

113170 * 170 — *

Jeffry Robert Allen and Teri Allen, or theirsuccessors, Trustees of The Jeffry and Teri AllenRevocable Trust dated January 29, 2002

114340 * 340 — *

Allen Alley 170 * 170 — *Ralph L. Arnheim, III 42 * 42 — *Marc Lowell Andreessen & JP Morgan Trust

Company, N.A., Trustees of the Andreessen 1996Living Trust

115256 * 256 — *

The Farouk Arjani Trust, Farouk Arjani Trustee,12/2/98

116170 * 170 — *

Larry Mark Augustin 170 * 170 — *Nicholas Bambos 51 * 51 — *Carol Ann Bartz Trust U/A dtd 10/14/87

117340 * 340 — *

Nanbeau Inc.118

170 * 170 — *

10


Table of Contents


Number of







Number of


stockbeneficially

owned


A commonstock

outstanding


A commonstock

beneficiallyowned


A commonstock

outstanding

Asheem Chandna and Aarti Chandna, asTrustees of the Chandna Family RevocableTrust of April 13, 1998

119340 * 340 — *

Ronald & Gayle Conway as Trustees of theConway Family Trust Dated 9/25/96

1206,431 * 170 6,261 *

Nathaniel de Rothschild 170 * 170 — *D&H Family Trust

121511 * 511 — *

John Dillon 340 * 340 — *John M. Donovan 170 * 170 — *The Dury Revocable Trust, David & Anneke

Dury, Trustee 6/30/99122

170 * 170 — *F&W Investments LLC − Venture Investors

Series V123

427 * 427 — *GC&H Investments, LLC

124680 * 680 — *

G&H Partners125

680 * 680 — *Gill Family Trust, Frank & Mary Gill Trustees,

8/24/90126

340 * 340 — *Steven & Florence Goldby as Trustees of The

Steven & Florence Goldby Trust datedOctober 1994

127170 * 170 — *

Charles A. & Christina A. Holloway Trust128

86 * 86 — *Kenneth L. Hausman

129170 * 170 — *

Joseph Meir Hellerstein 17 * 17 — *HEWM Investors II, LLC − Fund XV

130595 * 595 — *

Bradley Steven Howe 86 * 86 — *

11


Table of Contents


Number of







Number of


stockbeneficially

owned


A commonstock

outstanding


A commonstock

beneficiallyowned


A commonstock

outstanding

The Andrew M. Isaacs and Janet C.Kappmeyer Trust Dated December 20,2005

13186 * 86 — *

The Jagadeesh Family Trust dated 8/9/98Trustees B.V. Jagadeesh and AnuradhaJagadeesh

132170 * 170 — *

The JGA Trust u/a/d 9/18/00 JosephAnsanelli, Trustee

133170 * 170 — *

The Klayko Living Trust dated August 7,1998

134170 * 170 — *

Steven R. Kleiman and M. Helen BradleyRevocable Trust U/A/D July 18, 2002,Steven R. Kleiman and M. Helen BradleyCo−trustees

135170 * 170 — *

Randall J. Kruep and Donna J. Kruep,Trustees, the Kruep Family Trust DatedApril 14, 2000

136340 * 340 — *

John Harry Kunze 170 * 170 — *Latham & Watkins LLP

137170 * 170 — *

James K. Lau and Katherine S. Lau, Trusteesof the KNSK Trust UDT Dated 9/18/00

138544 * 340 204 *

Robert and Francine Lent Living Trust139

86 * 86 — *Leslie Investments LLC

140340 * 340 — *

Epping Investment, LLC141

256 * 256 — *The Timothy Mott Trust

142256 * 256 — *

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Number of







Number of


stockbeneficially

owned


A commonstock

outstanding


A commonstock

beneficiallyowned


A commonstock

outstanding

Nicholas W. McKeown Trustee and My T LeTrustee McKeown−Le Family TrustAgreement 12/20/99

14386 * 86 — *

Thomas F. Mendoza and Kathy S. Mendoza 340 * 340 — *Moonlight, LLC

144170 * 170 — *

Nicholas G and Jo Anne Moore Revocable TrustDated July 1988

145330 * 170 160 *

Ty Taik Nam 86 * 86 — *Newton/Michel Family Trust

14686 * 86 — *

Bradford C. O’Brien and Judith M O’Brien UTAdated 7/1/92 Family Trust

147886 * 86 800 *

Omano Ventures LP148

170 * 170 — *Gururaj Pangal 86 * 86 — *Maurice R. Povich 170 * 170 — *Prang Enterprises Inc.

149835 * 170 665 *

Lawrence F. Probst, III 5,048 * 170 4,878 *Rockpoint Capital I, LLC

150583 * 340 243 *

Thurman J. Rodgers 340 * 340 — *Paul L. Saffo and Jennifer Saffo as Trustees of

the Saffo Living Trust151

86 * 86 — *Santora Properties Trust DTD 10/7/87

152840 * 340 500 *

Forrest D. Sawyer 170 * 170 — *Gregory George Schott 86 * 86 — *Amit Shah Family Trust dtd 01−16−96. Amit

Shah and Bela Shah trustees153

170 * 170 — *Strauch/Kulhanjian Family Trust Dtd 12/3/92

154170 * 170 — *

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Number of







Number of


stockbeneficially

owned


A commonstock

outstanding


A commonstock

beneficiallyowned


A commonstock

outstanding

David Hitz, Trustee, The Sundance Trust u/a/d1/17/02

155340 * 340 — *

Sunny Century LLP156

170 * 170 — *SVB Qualified Investors Fund, LLC

157851 * 851 — *

Timark LP158

31,418 * 340 31,078 *Tomasetta Family Partnership, LP

1593,770 * 340 3,430 *

VLG Investments LLC160

427 * 427 — *Daniel J. Warmenhoven & Charmaine A.

Warmenhoven, Trustees of The Warmenhoven1987 Revocable Trust UTD 12−16−87, asamended

161340 * 340 — *

Wimmer Family Trust162

86 * 86 — *WS Investment Company, LLC (2003A)

163851 * 851 — *

WS Investment Company, LLC (2003C)164

512 * 512 — *WS Investment Company, LLC (2003D)

165340 * 340 — *

Jerry Chih−Yuan Yang, Trustees Jerry Yang 1996Revocable Trust Dtd. 7/30/96

166340 * 340 — *

All Other Sequoia Technology Partners XIInvestors and Their Transferees whoBeneficially Own, in the Aggregate, Less than1% of the Class A common stock

16711,443 * 11,443 — *

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Number of







Number of


stockbeneficially

owned


A commonstock

outstanding


A commonstock

beneficiallyowned


A commonstock

outstanding

Triplepoint Capital LLC168

13,744 * 13,744 — *WS Investment Company, LLC (2005A)

1696,135 * 6,135 — *

WS Investment Company, LLC (2006A)170

644 * 644 — *All Other Selling Stockholders who Beneficially Own,

in the Aggregate, Less than 1% of the Class Acommon stock

17115,904 * 15,904 — *

Total Shares Registered:172

4,204,215

* Represents less than 1% of the total aggregate amount of shares of Class A common stock outstanding as of October 31, 2006.1 The amounts set forth in this column include the shares of Class A common stock beneficially owned by each selling stockholder as of November 15, 2006

(including options that are currently exercisable or will become exercisable within sixty days thereof). Google Inc. has also issued restricted stock units tocertain selling stockholders pursuant to the Amended and Restated YouTube, Inc. 2005 Stock Plan assumed by Google Inc. Each restricted stock unitrepresents a contractual right to receive one share of Class A common stock of Google Inc. The number of shares of Class A common stock set forth inthis table does not include the restricted stock units held by certain selling stockholders.

2 The amounts set forth in this column are the numbers of shares of Class A common stock that may be offered by each selling stockholder using thisprospectus. These amounts do not represent any other shares of our Class A common stock that the selling stockholders may own beneficially orotherwise.

3 Artis Capital Management, L.P. (“Artis”) is the general partner and investment adviser of Artis Microcap Fund, L.P. Artis Capital Management, Inc.(“Artis Inc.”) is the general partner of Artis. Stuart L. Peterson is the president and sole owner of Artis Inc. and exercises dispositive power over the sharesof Class A common stock being registered for resale in this prospectus.

4 Artis Microcap GP, LLC (“Microcap GP”) is the general partner of Artis Microcap Master Fund, L.P. Artis Capital Management, L.P. (“Artis”) is the solemember and manager of Microcap GP and Artis Inc. (“Artis Inc.”) is the general partner of Artis. Stuart L. Peterson is the president and sole owner ofArtis Inc. and exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

5 Artis Capital Management, L.P. (“Artis”) is the general partner and investment adviser of Artis Technology 2X, L.P. Artis Capital Management, Inc.(“Artis Inc.”) is the general partner of Artis. Stuart L. Peterson is the president and sole owner of Artis Inc. and exercises dispositive power over the sharesof Class A common stock being registered for resale in this prospectus.

6 Artis Capital Management, L.P. (“Artis”) is the investment adviser and attorney−in−fact of Artis Technology 2X Ltd. Artis Capital Management, Inc.(“Artis Inc.”) is the general partner of Artis. Stuart L. Peterson is the president of Artis Inc. and exercises dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus.

7 Artis Capital Management, L.P. (“Artis”) is the general partner and investment adviser of Artis Technology Partners, L.P. Artis Capital Management, Inc.(“Artis Inc.”) is the general partner of Artis. Stuart L. Peterson is the president and sole owner of Artis Inc. and exercises dispositive power over the sharesof Class A common stock being registered for resale in this prospectus.

8 Artis Capital Management, L.P. (“Artis”) is the investment adviser of Artis Technology Partners Ltd. Artis Capital Management, Inc. (“Artis Inc.”) is thegeneral partner of Artis. Stuart L. Peterson is the president and sole owner of Artis Inc. and exercises dispositive power over the shares of Class A commonstock being registered for resale in this prospectus.

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9 Artis Capital Management, L.P. (“Artis”) is the general partner and investment adviser of Artis Technology Qualified 2X, L.P. Artis Capital Management,Inc. (“Artis Inc.”) is the general partner of Artis. Stuart L. Peterson is the president and sole owner of Artis Inc. and exercises dispositive power over theshares of Class A common stock being registered for resale in this prospectus.

10 Artis Capital Management, L.P. (“Artis”) is the general partner and investment adviser of Artis Technology Qualified Partners, L.P. Artis CapitalManagement, Inc. (“Artis Inc.”) is the general partner of Artis. Stuart L. Peterson is the president and sole owner of Artis Inc. and exercises dispositivepower over the shares of Class A common stock being registered for resale in this prospectus.

11 Brent Hurley as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.12 Christina Brodbeck was Senior User Interface Designer at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned

subsidiaries.13 Steve Chen was one of the founders of YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.14 Steve Chen exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.15 Colin Peter Corbett was Director for Networking at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.16 Dwipal Akhilesh Desai was Senior Engineer at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.17 Cuong Do was Engineering Manager at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.18 Kevin Christopher Donohue was Vice President of Content at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned

subsidiaries.19 Mayrose Dunton was Director of Product Development at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned

subsidiaries.20 Heather Nicole Gillette was Director of Customer Support at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned

subsidiaries.21 Bradley Heilburne was Systems Architect at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.22 Shannon Hermes was Office Manager/Administrative at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.23 Brent Hurley was Director of Finance and Operations at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.24 Chad Hurley was the Chief Executive Officer at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.25 Donald Hurley is an independent contractor with Thrivent Investment Management, a registered broker−dealer. The shares of Class A common stock

being registered for resale in this prospectus were acquired in the ordinary course of business and at the time of the acquisition of the Class A commonstock being registered for resale in this prospectus, the selling stockholder did not have any agreements, understandings or arrangements with any otherpersons, either directly or indirectly, to dispose of the Class A common shares being registered for resale in this prospectus.

26 Erik Klein was Senior Software Engineer at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.27 Christopher Maxcy was Vice President of Business Development at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned

subsidiaries.28 Jacob Mark McGuire was Software Engineer at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.29 Yu Pan was Senior Software Engineer at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.30 The amount set forth in this column does not include approximately 35 shares of Class A common stock over which an external money manager exercises

dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

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31 Hong J. Qu was User Interface Designer at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.32 Matthew Noel Rizzo was software Engineer at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.33 Micah Jody Schaffer Shebar was Community Advocate at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned

subsidiaries.34 Michael Abe Solomon was Principal Architect at YouTube, Inc. and is currently employed by Google Inc. or one of its wholly−owned subsidiaries.35 Julie Rebecca Supan is currently employed by Google Inc. or one of its wholly−owned subsidiaries.36 The general partner of Sequoia Capital XI, L.P. is SC XI Management, LLC (“SC Management”). Michael J. Mortiz, Douglas M. Leone, Michael L.

Goguen, Mark D. Kvamme, Sameer Gandhi and James J. Goetz are managing members of SC Management and exercise dispositive power over the sharesof Class A common stock being registered for resale in this prospectus.

37 Sequoia Capital XI, L.P. has informed us that it plans to distribute its shares of Class A common stock to its investors following the filing of thisRegistration Statement. Those of such transferees that were made known to us based upon written representations from the selling stockholders are listedin the table under the heading “Sequoia Capital, XI L.P. Transferees.”

38 During the last three years, Sequoia Capital VIII has held a greater than 10% interest in shares of Class A common stock of Google Inc. Additionally,Michael J. Moritz, a managing member of Sequoia Capital VIII, is a member of the Board of Directors of Google Inc.

39 This category includes selling stockholders who will receive the shares of Class A common stock distributed by Sequoia Capital XI, L.P. to its investorsfollowing the filing of this Registration Statement. Unless otherwise noted, the amounts reflected in this category do not include any other shares ofClass A common stock that such selling stockholders may be deemed to beneficially own as a result of their affiliation with or investment in SequoiaCapital XI, L.P.

40 Michael E. Beblo, David D. Gonino and Kara P. Riley exercise dispositive power over the shares of Class A common stock being registered for resale inthis prospectus.

41 Peter J. Shea as Treasurer exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.42 Benjamin A. Gomez and Sharon G. Siegel, together exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.43 Béatrice Curty Gollay as Director exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.44 Kenneth G. Condon as Treasurer and Martin J. Howard as Assistant Treasurer exercise dispositive power over the shares of Class A common stock being

registered for resale in this prospectus.45 Cynthia Frost as Vice President and Chief Investment Officer exercises dispositive power over the shares of Class A common stock being registered for

resale in this prospectus.46 Rob Wright, Alastair Bruce, Rhoderick Swire and Carol Kennedy, as directors of Pantheon Ventures Limited, the manager of CDB Web Tech

International LP, exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.47 William L. Cobb, Jr. as Executive Vice President and Helen Fox−O’Brien as Senior Vice President exercise dispositive power over the shares of Class A

common stock being registered for resale in this prospectus.48 T. Rowe Price Associates, Inc. is a registered investment advisor to Colby College. The T. Rowe Price Proxy Committee exercises dispositive power over

the shares of Class A common stock being registered for resale in this prospectus. Hugh M. Evans III is the portfolio manager for the Colby Collegeaccount.

49 Columbia Investment Management Company LLC, on behalf of the Trustees of Columbia University in the City of New York, exercises dispositive powerover the shares of Class A common stock being registered for resale in this prospectus.

50 Fairfield Partners 2001 LLC, the General Partner of Commonfund Capital Venture Partners VI, L.P. (“Commonfund Capital”), exercises dispositive powerover the shares of Class A common stock being registered for resale in this prospectus. Commonfund Capital is an affiliate of Commonfund Securities,Inc., which is a registered broker−dealer. The shares of Class A common stock being registered for resale in this prospectus were acquired in the ordinarycourse of business and at the time of the acquisition of the Class A common stock being registered for resale in this prospectus, the selling stockholder didnot have any agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the Class A common sharesbeing registered for resale in this prospectus.

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Table of Contents

51 Hugh Evans at T. Rowe Price exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus. T. RowePrice is a registered broker−dealer. The shares of Class A common stock being registered for resale in this prospectus were acquired in the ordinary courseof business and at the time of the acquisition of the Class A common stock being registered for resale in this prospectus, the selling stockholder did nothave any agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the Class A common stock beingregistered for resale in this prospectus.

52 John F. McCartney as Chair of the Corporation, Kenneth S Crews as Chair of the Finance Committee of the Corporation, Beverly S. Hance as Secretary ofthe Corporation, Robert F. Vagt as President of the Corporation and the President of Davidson College, Karen L. Goldstein as Vice President and AssistantSecretary of the Corporation and the Vice President for Business and Finance of Davidson College and Harrison L. Marshall, Jr. of Helms, Mulliss &Wicker, PLLC as an Assistant Secretary of the Corporation exercise dispositive power over the shares of Class A common stock being registered for resalein this prospectus.

53 The Trustees of the Duke Endowment according to the Indenture of Trust, established in 1924, exercise dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus.

54 Hugh Wrigley as Investment Manager of the Duke Management Company, an Authorized Agent, and David R. Shumate as Vice President of the DukeManagement Company, an Authorized Agent, exercise dispositive power over the shares of Class A common stock being registered for resale in thisprospectus.

55 Flag Ventuer Company IV, LLC is the General Partner of the selling stockholder. The Executive Committee of the General Partner exercises thedispositive power over the shares of Class A common stock being registered for resale in this prospectus. The members of the Executive Committee are L.Peter Lawrence, Diana Frazier, Kathryn P. O’Neil and Louis Sciarretta.

56 Eric Doppstadt, Kim Lew, Yolanda Mercado, Linda Strumpf and Halliday Clark exercise dispositive power over the shares of Class A common stockbeing registered for resale in this prospectus.

57 Alice Ruth as Chief Investment Officer or Denise Strack as Director of Private Equity & Real Estate exercise dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus.

58 Hugh Wrigley as Investment Manager at the Duke Management Company, an Authorized Agent and David R. Shumate as Vice President at the DukeManagement Company, an Authorized Agent, exercise dispositive power over the shares of Class A common stock being registered for resale in thisprospectus.

59 David S. Clay as Treasurer exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.60 HarbourVest Partners, LLC as Managing Member of the General Partner of HarbourVest Partners VII−Venture Partnership Fund, L.P. exercises

dispositive power over the shares of Class A common stock being registered for resale in this prospectus. D. Brooks Zug and Edward W. Kane are theManaging Members of HarbourVest Partners LLC.

61 Kevin Tunick as Authorized Signatory exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.62 Elizabeth D. Obershaw as President of Shoreline Investment Management Company, which is the Investment Manager to the State Street Bank and Trust

Company as Trustee for Hewlett−Packard Company Master Trust, exercises dispositive power over the shares of Class A common stock being registeredfor resale in this prospectus.

63 Barry Shailer, Geoffrey Page and Harry Wilken as Directors and Susan Barclay as Office Manager exercise dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus.

64 Garret A. McDonald as Principal Investment Officer in the Pension Investment Department exercises dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus.

65 C.T.S. Stone as Chairman, B. Fung and J.F. Shea as Directors and T.P. McGing as Company Secretary exercise dispositive power over the shares ofClass A common stock being registered for resale in this prospectus.

66 James M. Williams as Vice−President & Chief Investment Officer exercises dispositive power over the shares of Class A common stock being registeredfor resale in this prospectus.

67 John R. Jenks as Chief Investment Officer exercises dispositive power over the shares of Class A common stock being registered for resale in thisprospectus.

68 Robertus Prajogi and Valerie Malter pursuant to the By−Laws of J.P. Morgan Investment Management Inc. each exercise dispositive power over theshares of Class A common stock being registered for resale in this prospectus. 522 Fifth Avenue Fund, L.P. is an affiliate of J.P. Morgan Securities Inc., aregistered broker−dealer. The shares of Class A common stock being registered for resale in this prospectus were acquired in the ordinary course ofbusiness and at the time of the acquisition of the Class A common stock being registered for resale in this prospectus, the selling stockholder did not haveany agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the Class A common shares beingregistered for resale in this prospectus.

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69 Robertus Prajogi and Valerie Malter pursuant to regulations adopted by the Board of Directors each exercise dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus. J.P. Morgan Pooled Venture Capital Institutional Investors II, LLC is an affiliate of J.P.Morgan Securities Inc., a registered broker−dealer. The shares of Class A common stock being registered for resale in this prospectus were acquired in theordinary course of business and at the time of the acquisition of the Class A common stock being registered for resale in this prospectus, the sellingstockholder did not have any agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the Class Acommon shares being registered for resale in this prospectus.

70 Robertus Prajogi and Valerie Malter pursuant to regulations adopted by the Board of Directors each exercise dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus. J.P. Morgan Pooled Venture Capital Private Investors II, LLC is an affiliate of J.P. MorganSecurities Inc., a registered broker−dealer. The shares of Class A common stock being registered for resale in this prospectus were acquired in the ordinarycourse of business and at the time of the acquisition of the Class A common stock being registered for resale in this prospectus, the selling stockholder didnot have any agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the Class A common sharesbeing registered for resale in this prospectus.

71 Joel Romines and Barbara Piette as Managing Principals and Rich Castleberry as a Principal of Knightsbridge Advisers Incorporated, the Manager ofKnightsbridge Integrated Holdings V LP and a SEC Registered Investment Advisor, exercise dispositive power over the shares of Class A common stockbeing registered for resale in this prospectus.

72 Russell B. Hall and Chris A. Eyre as Managing Members exercise dispositive power over the shares of Class A common stock being registered for resalein this prospectus. The Managing Members of Legacy Venture II, LLC intend to donate 29.769% of Legacy Venture II, LLC’s holdings of the Class Acommon shares to Legacy Ventuer II, LLC’s donor advised fund account maintained and administered by Fidelity Investments Charitable Gift Fund. TheManaging Members are authorized to direct funds from the donor advised fund account to qualifying non−profit organizations.

73 Seth Alexander as President of MIT Investment Management Co. and William A. Heitin as Managing Director of MIT Investment Management Co.exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

74 VenCap (Channel Islands) Limited is the manager of Kleinwort Benson (Channel Islands) Ltd as Custodian for VenCap 6 Ltd. Martin Sabey, CuveChaplin, Richard Thomas, Susan Lloyd, Michael Ashall and Ann Cooke, as the Directors of the manger, exercise dispositive power over the shares ofClass A common stock being registered for resale in this prospectus.

75 Seth Alexander as President of MIT Investment Management Co. and William A. Heitin as Managing Director of MIT Investment Management Co.exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

76 James R. Martin as Chief Investment Officer of the M. J. Murdock Charitable Trust and W. Whitfield Gardner as Chairman & CEO of Gardner LewisAsset Management exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

77 Walter Burke and Dr. Walter F. Burke, III as Managing Partners exercise dispositive power over the shares of Class A common stock being registered forresale in this prospectus.

78 William H. McLean as Vice President and Chief Investment Officer of Northwestern University exercises dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus.

79 Robert Segel as member of the general partner, Park Street Capital Private Equity Fund V, LLC and Heather Foley as CEO of general partner Park StreetCapital Private Equity Fund V, LLC exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

80 Michael T. Manning as Partners Healthcare System, Inc. Deputy Treasurer exercises dispositive power over the shares of Class A common stock beingregistered for resale in this prospectus.

81 VenCap (Channel Islands) is the manager of Kleinwort Benson (Channel Islands) Ltd as Custodian for VenCap 9 Ltd. Martin Sabey, Clive Chaplin,Richard Thomas, Susan Lloyd, Michael Ashall and Ann Cooke, as directors of the manager, exercise dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus.

82 Andrew K. Golden as President of the Princeton University Investment Company exercises dispositive power over the shares of Class A common stockbeing registered for resale in this prospectus. Shirley M. Tilghman, President of Princeton University and a Trustee of the Trustees of Princeton Universityis on the Board of Directors of Google Inc. The Trustees of Princeton University is a limited partner of Sequoia Capital XI, LP.

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83 Bruno E. Raschle as Managing Director and Philippe Bucher as attorney−in−fact, together exercise dispositive power over the shares of Class A commonstock being registered for resale in this prospectus.

84 Christopher J. Brightman as Chief Executive Officer exercises dispositive power over the shares of Class A common stock being registered for resale inthis prospectus.

85 Greg Schooler as Accounting Manager, Chris Suedbeck as Assistant Director and Stuart Mason as CIO exercise dispositive power over the shares ofClass A common stock being registered for resale in this prospectus.

86 Walé Andeosun as Treasurer and Chief Investment Officer exercises dispositive power over the shares of Class A common stock being registered forresale in this prospectus.

87 Donna J. Dean as Treasurer and Chief Investment Officer exercises dispositive power over the shares of Class A common stock being registered for resalein this prospectus.

88 Brent Assink as Executive Director and Mark A. Koenig as Chief Financial Officer exercise dispositive power over the shares of Class A common stockbeing registered for resale in this prospectus.

89 John E. Kerrigan as Chief Investment Officer, Santa Clara University and Schott Capital Management, LLC as Investment Manager exercise dispositivepower over the shares of Class A common stock being registered for resale in this prospectus.

90 Bonnie B. Himmelman as President and Walter F. Burke, III as Vice President exercise dispositive power over the shares of Class A common stock beingregistered for resale in this prospectus.

91 Spur Capital Management, LLC is the General Partner for Spur Ventures, L.P. Paul D. Fetsch, Paul A. Gompers, Joan C. Heidorn and C. Bradford Kellyas Members exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

92 A majority of the Managing Directors of selling stockholder’s General Partner, Aaron Gershenberg, John Otterson, Doug Hamilton and Jim Maynard,exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus. SVB Strategic Investors Fund II, L.P. isan affiliate of SVB Securities, SVB Alliant and SVB Alliant Europe, each a registered broker−dealer. The shares of Class A common stock beingregistered for resale in this prospectus were acquired in the ordinary course of business and at the time of the acquisition of the Class A common stockbeing registered for resale in this prospectus, the selling stockholder did not have any agreements, understandings or arrangements with any other persons,either directly or indirectly, to dispose of the Class A common shares being registered for resale in this prospectus.

93 Douglas J. Gorence as President and Chief Investment Officer exercises dispositive power over the shares of Class A common stock being registered forresale in this prospectus.

94 The University of Notre Dame du Lac employs T. Rowe Price Associates as a post−distribution manager. Hugh M. Evans III as Portfolio Manager at T.Rowe Price Associates exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

95 Sandra A. Urie and James N. Bailey as Directors of Church Greem Limited, which is the General Partner of Oxford University Fund L.P., exercisedispositive power over the shares of Class A common stock being registered for resale in this prospectus.

96 Joyce Johnson as Investment Officer and Douglas Phillips as Senior Vice President exercise dispositive power over the shares of Class A common stockbeing registered for resale in this prospectus.

97 Shott Capital is the investment manager hired by the University of Southern California to dispose and direct the Class A common stock being registeredfor resale in this prospective. George Shott as President and CEO of Shott Capital and Paul Wozniak as CFO of Shott Capital exercise dispositive powerover the shares of Class A common stock being registered for resale in this prospectus.

98 Thomas Verdell, Brent Jones, Mark Harris and Jared Stone as Common Managing Members exercise dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus.

99 William T. Spitz and Steve Bachus by power of Resolutions of the Board of Trustees exercise dispositive power over the shares of Class A common stockbeing registered for resale in this prospectus.

100 Diana Chapman Walsh as President of the College, David Blinder as Vice President for Resources and Public Affairs, Andrew B. Evans as Vice Presidentfor Finance and Treasurer, Lane L. Mendillo as Chief Investment Officer and Associate Treasurer and Louis E. Sousa as Chief Operating Officer of theInvestment Office exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

101 Laurance R. Hoagland, Jr. as Vice President & Chief Investment Officer and Susan Ketcham as Treasurer exercise dispositive power over the shares ofClass A common stock being registered for resale in this prospectus. The Hewlett Foundation’s distribution manager is T. Rowe Price Associates. T. RowePrice is a registered broker−dealer. The shares of Class A common stock being registered for resale in this prospectus were acquired in the ordinary courseof business and at the time of the acquisition of the Class A common stock being registered for resale in this prospectus, the selling stockholder did nothave any agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the Class A common shares beingregistered for resale in this prospectus.

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102 Collette D. Chilton as Chief Investment Officer exercises dispositive power over the shares of Class A common stock being registered for resale in thisprospectus.

103 Richard D. Chapman as Vice President exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.WIP Investment Associates, LLC is an affiliate of Arvest Investment Inc., a registered broker−dealer. The shares of Class A common stock beingregistered for resale in this prospectus were acquired in the ordinary course of business and at the time of the acquisition of the Class A common stockbeing registered for resale in this prospectus, the selling stockholder did not have any agreements, understandings or arrangements with any other persons,either directly or indirectly, to dispose of the Class A common shares being registered for resale in this prospectus.

104 David F. Swensen as Chief Investment Officer exercises dispositive power over the shares of Class A common stock being registered for resale in thisprospectus.

105 To the extent required, holders in this category shall be added by means of a prospectus supplement or a post−effective amendment to this RegistrationStatement.

106 The general partner of Sequoia Capital XI Principals Fund is SC XI Management, LLC (“SC Management”). Michael J. Mortiz, Douglas M. Leone,Michael L. Goguen, Mark D. Kvamme, Sameer Gandhi and James J. Goetz are managing members of SC Management and exercise dispositive powerover the shares of Class A common stock being registered for resale in this prospectus.


108 The general partner of Sequoia Technology Partners XI is SC XI Management, LLC (“SC Management”). Michael J. Mortiz, Douglas M. Leone, MichaelL. Goguen, Mark D. Kvamme, Sameer Gandhi and James J. Goetz are managing members of SC Management and exercise dispositive power over theshares of Class A common stock being registered for resale in this prospectus.


110 Sequoia Technology Partners XI has informed us that it plans to distribute its shares of Class A common stock to its investors following the filing of thisRegistration Statement. Those of such transferees that were made known to us based upon written representations from the selling stockholders are listedin the table under the heading “Sequoia Technology Partners XI Transferees.”

111 This category includes selling stockholders who will receive the shares of Class A common stock distributed by Sequoia Technology Partners XI to itsinvestors following the filing of this Registration Statement. Unless otherwise noted, the amounts reflected in this category do not include any other sharesof Class A common stock that such selling stockholders may be deemed to beneficially own as a result of their affiliation with or investment in SequoiaCapital XI, L.P.

112 Robert E. Giles as Managing Partner exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.113 David Agus as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.114 Jeffry Allen and Teri Allen as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.115 Marc Lowell Andreessen as Trustee and J.P. Morgan Trust Company, N.C. as co−Trustee exercise dispositive power over the shares of Class A common

stock being registered for resale in this prospectus.116 Farouk Arjani as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.117 Carol Ann Bartz as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.118 Nanon de Gaspé Beaubien−Mattrick as Sole Shareholder and Officer exercises dispositive power over the shares of Class A common stock being

registered for resale in this prospectus.119 Asheem Chandna and Aarti Chandna as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.120 Ronald and Gayle Conway as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

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121 Feng Deng and Birung Hu exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.122 David Dury and Anneke Dury as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.123 Barry Kramer, Laird H. Simons, III and Mark Stevens as Managing Members exercise dispositive power over the shares of Class A common stock being

registered for resale in this prospectus. Fenwick & West, LLP, an affiliate of F&W Investments LLC – Venture Investors Series V, provides legal servicesto Google Inc.

124 John Cardoza, Mark Tanoory, Craig Daughrty, Kenn Guernsey and Jim Kiten as Managing Members exercise dispositive power over the shares of Class Acommon stock being registered for resale in this prospectus.

125 Bob Gunderson, Scott C. Dethmer, Brooks Stough and Jonathan Gleason all severally exercise dispositive power over the shares of Class A common stockbeing registered for resale in this prospectus.

126 Frank and Mary Gill exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.127 Steven Goldby and Florence Goldby exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.128 Charles A. Holloway and Christina A. Holloway exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.129 Kenneth L. Hausman and Hilary K. Hausman exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.130 Mark Royer as Fund Manager exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.131 Andrew M. Isaccs and Janet C. Kappmeyer as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in

this prospectus.132 B.V. Jagadeesh exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.133 Joseph Ansanelli as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.134 Michael A. Klayko as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.135 Steven R. Kleiman and M. Helen Bradle as co−Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in

this prospectus.136 Randall J. Kruep and Donna J. Kruep as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.137 John Clair as Partner exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.138 James K. Lau and Katherine S. Lau as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.139 Robert Lent and Francine Lent as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.140 Mark Lesslie as Managing Member exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.141 Michael E. Marks as Manager exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.142 Timothy Mott as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.143 Nicholas W. Mckeown and My T Le as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.144 Selina Y. Lo and Edith L. Martin exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.145 Nicholas G. Moore exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.146 Petra Michel as Sole Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.147 Brad O’Brien and Judith M. O’Brien as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.148 Dominic P. Orr exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.

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149 Joseph A. Prang exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.150 Wilfred J. Corrigan and Sean Corrigan exercise dispositive power over the shares of Class A common stock being registered for resale in this prospectus.151 Paul L. Saffo and Jennifer Saffo as Trustees exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.152 Mark Santora as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.153 Amit Shah as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.154 Roger A. Strauct as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.155 David Hitz as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.156 Godirzy Fong and Peggy Fong as General Partners exercise dispositive power over the shares of Class A common stock being registered for resale in this

prospectus.157 SVB Qualified Investors Fund, LLC is managed by SVB Financial Group through the QIF Management Committee. QIF Management Committee

Members Ken Wilcox, Harry Kellogg, Marc Verissimo, Greg Becker and Mark Machennan exercise dispositive power over the shares of Class A commonstock being registered for resale in this prospectus. SVB Qualified Investors Fund, LLC is an affiliate of SVB Securities, SVB Alliant and SVB AlliantEurope, each a registered broker−dealer. The shares of Class A common stock being registered for resale in this prospectus were acquired in the ordinarycourse of business and at the time of the acquisition of the Class A common stock being registered for resale in this prospectus, the selling stockholder didnot have any agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the Class A common sharesbeing registered for resale in this prospectus.

158 Frank J. Marshall as General Partner exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.159 Louis R. Tomaseita as General Partner exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.160 Mark Royer as Fund Manager exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.161 Daniel J. Warmenhoven and Charmaine A. Warmenhoven as Trustees exercise dispositive power over the shares of Class A common stock being

registered for resale in this prospectus.162 Gary E. Wimmer as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.163 WS Investment Management Co. (“Management”), a California corporation and wholly owned subsidiary of Wilson Sonsini Goodrich & Rosati,

Professional Corporation (“WSGR”), has sole voting and dispositive power over the shares held by WS Investment Company, LLC (2003A), except asmay otherwise be required by Delaware law or the applicable operating agreement. Management operates under the direction of its board of directors andan investment committee appointed by its board. Mario Rosati, a member of the law firm of WSGR, is the Chairman and CEO of Management and theChairman of the investment committee. WSGR provides legal services to Google Inc. The selling stockholder expects to transfer shares of Class Acommon stock to its members who may sell such shares without being named in this prospectus, provided that any such member shall not sell more than500 such shares pursuant to this Registration Statement.

164 WS Investment Management Co. (“Management”), a California corporation and wholly owned subsidiary of Wilson Sonsini Goodrich & Rosati,Professional Corporation (“WSGR”), has sole voting and dispositive power over the shares held by WS Investment Company, LLC (2003C), except asmay otherwise be required by Delaware law or the applicable operating agreement. Management operates under the direction of its board of directors andan investment committee appointed by its board. Mario Rosati, a member of the law firm of WSGR, is the Chairman and CEO of Management and theChairman of the investment committee. WSGR provides legal services to Google Inc.

165 WS Investment Management Co. (“Management”), a California corporation and wholly owned subsidiary of Wilson Sonsini Goodrich & Rosati,Professional Corporation (“WSGR”), has sole voting and dispositive power over the shares held by WS Investment Company, LLC (2003D), except asmay otherwise be required by Delaware law or the applicable operating agreement. Management operates under the direction of its board of directors andan investment committee appointed by its board. Mario Rosati, a member of the law firm of WSGR, is the Chairman and CEO of Management and theChairman of the investment committee. WSGR provides legal services to Google Inc.

166 Jerry Chih−Yuan Yang as Trustee exercises dispositive power over the shares of Class A common stock being registered for resale in this prospectus.167 To the extent required, holders in this category shall be added by means of a prospectus supplement or a post−effective amendment to this Registration

Statement.168 Jim Labe as the Chief Executive Officer and Sajal Srivastava as the Chief Operating Officer of Triplepoint Capital LLC, jointly exercise dispositive power

over the shares of Class A common stock being registered for resale in this prospectus.

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169 WS Investment Management Co. (“Management”), a California corporation and wholly owned subsidiary of Wilson Sonsini Goodrich & Rosati,Professional Corporation (“WSGR”), has sole voting and dispositive power over the shares held by WS Investment Company, LLC (2005A), except asmay otherwise be required by Delaware law or the applicable operating agreement. Management operates under the direction of its board of directors andan investment committee appointed by its board. Mario Rosati, a member of the law firm of WSGR, is the Chairman and CEO of Management and theChairman of the investment committee. WSGR provides legal services to Google Inc. The selling stockholder expects to transfer shares of Class Acommon stock to its members who may sell such shares without being named in this prospectus, provided that any such member shall not sell more than500 such shares pursuant to this Registration Statement.

170 “WS Investment Management Co. (“Management”), a California corporation and wholly owned subsidiary of Wilson Sonsini Goodrich & Rosati,Professional Corporation (“WSGR”), has sole voting and dispositive power over the shares held by WS Investment Company, LLC (2006A), except asmay otherwise be required by Delaware law or the applicable operating agreement. Management operates under the direction of its board of directors andan investment committee appointed by its board. Mario Rosati, a member of the law firm of WSGR, is the Chairman and CEO of Management and theChairman of the investment committee.” WSGR provides legal services to Google Inc.

171 To the extent required, holders in this category shall be added by means of a prospectus supplement or a post−effective amendment to this RegistrationStatement.

172 The total number of shares registered in this table exceeds the number of shares of Class A common stock being registered under this RegistrationStatement because the table includes expected transferees for Sequoia Capital XI, L.P. and Sequoia Technology Partners XI. The shares of Class Acommon stock will either be sold by Sequoia Capital XI, L.P. or Sequoia Technology Partners XI or their respective transferees.

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Table of ContentsPLAN OF DISTRIBUTION

The shares of Class A common stock listed in the table appearing in the “Selling Stockholders” section of this prospectus are being registered to permitpublic secondary trading of these shares by the holders of such shares from time to time after the date of this prospectus. Registration of the shares of Class Acommon stock covered by this prospectus does not mean, however, that those shares of Class A common stock necessarily will be offered or sold. We will notreceive any of the proceeds from the sale of the Class A common stock by the selling stockholders.

The selling stockholders and their pledgees, assignees, donees, or other successors−in−interest who acquire their shares of Class A common stock after thedate of this prospectus, may sell such shares of Class A common stock from time to time directly to purchasers or through underwriters, broker−dealers or agents,at market prices prevailing at the time of sale, at prices related to such market prices, at a fixed price or prices subject to change or at negotiated prices, by avariety of methods including the following:

• through The Nasdaq Global Select Market or on any national securities exchange or quotation service on which the shares of Class Acommon stock may be listed or quoted at the time of sale;

• in the over−the−counter market;

• in transactions otherwise than on such exchanges or services or in the over−the−counter market;

• through the exercise of purchased or written options;

• through a combination of any such methods; or

• through any other method permitted under applicable law and our insider trading policy.

In connection with sales of the Class A common stock or otherwise, a selling stockholder that is neither an employee of Google Inc. nor otherwise subjectto our insider trading policy may enter into hedging transactions with broker−dealers, which may in turn engage in short sales of the shares of Class A commonstock in the course of hedging the positions they assume and such selling stockholder may also sell short the shares of Class A common stock and deliver suchshares to close out such short positions, or loan or pledge shares of Class A common stock to broker−dealers that in turn may sell such securities.

If underwriters are used in a firm commitment underwriting, the selling stockholders will execute an underwriting agreement with those underwritersrelating to the shares of Class A common stock that the selling stockholders will offer. Unless otherwise set forth in a prospectus supplement, the obligations ofthe underwriters to purchase the shares of Class A common stock will be subject to conditions. The underwriters, if any, will purchase such shares on a firmcommitment basis and will be obligated to purchase all of such shares.

The shares of Class A common stock subject to the underwriting agreement will be acquired by the underwriters for their own account and may be resoldby them from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at thetime of sale. Underwriters may be deemed to have received compensation from the selling stockholders in the form of underwriting discounts or commissionsand may also receive commissions from the purchasers of these shares of Class A common stock for whom they may act as agent. Underwriters may sell theseshares to or through dealers. These dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/orcommissions from the purchasers for whom they may act as agent. Any public offering price and any discounts or concessions allowed or reallowed or paid todealers may be changed from time to time.

The selling stockholders may authorize underwriters to solicit offers by institutions to purchase the shares of Class A common stock subject to theunderwriting agreement from the selling stockholders at the public offering price stated in a prospectus supplement pursuant to delayed delivery contractsproviding for payment and delivery on a specified date in the future. If the selling stockholders sell shares of Class A common stock pursuant to these delayeddelivery contracts, the prospectus supplement will state that as well as the conditions to which these delayed delivery contracts will be subject and thecommissions payable for that solicitation.

The applicable prospectus supplement will set forth whether or not underwriters may over−allot or effect transactions that stabilize, maintain or otherwiseaffect the market price of the shares of Class A common stock at levels above those that might otherwise prevail in the open market, including, for example, byentering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids. Underwriters are not required to engage in any of these activities, orto continue such activities if commenced.


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Table of ContentsIn effecting sales, brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Broker−dealers may

receive commissions or discounts from the selling stockholders (or, if any broker−dealer acts as agent for the purchaser of shares, from the purchaser) in amountsto be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.Broker−dealer transactions may include:

• purchases of the shares of Class A common stock by a broker−dealer as principal and resales of the shares of Class A common stock by thebroker−dealer for its account pursuant to this prospectus;

• ordinary brokerage transactions; or

• transactions in which the broker−dealer solicits purchasers on a best efforts basis.

If dealers are utilized in the sale of shares of Class A common stock, the names of the dealers and the terms of the transaction will be set forth in a prospectussupplement, if required.

The selling stockholders may also sell shares of the Class A common stock through agents designated by them from time to time. We will name any agentinvolved in the offer or sale of such shares and will list commissions payable by the selling stockholders to these agents in a prospectus supplement, if required.These agents will be acting on a best efforts basis to solicit purchases for the period of its appointment, unless we state otherwise in any required prospectussupplement.

The selling stockholders may sell any of the shares of Class A common stock directly to purchasers. In this case, the selling stockholders may not engageunderwriters or agents in the offer and sale of such shares.

The selling stockholders may indemnify underwriters, dealers or agents who participate in the distribution of the shares of Class A common stock againstcertain liabilities, including liabilities under the Securities Act and agree to contribute to payments which these underwriters, dealers or agents may be required tomake.

The aggregate proceeds to the selling stockholders from the sale of the shares of Class A common stock offered by the selling stockholders hereby will bethe purchase price of such shares less discounts and commissions, if any. The selling stockholders reserve the right to accept and, together with their agents fromtime to time, to reject, in whole or in part, any proposed purchase of shares of Class A common stock to be made directly or through agents.

In order to comply with the securities laws of some states, if applicable, the shares of Class A common stock may be sold in these jurisdictions onlythrough registered or licensed brokers or dealers. In addition, in some states such shares may not be sold unless they have been registered or qualified for sale oran exemption from registration or qualification requirements is available and is complied with.

The selling stockholders and any underwriters, broker−dealers or agents that participate in the sale of the shares of Class A common stock may be“underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of suchshares may be underwriting discounts and commissions under the Securities Act. Any selling stockholder who is an “underwriter” within the meaning ofSection 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholders have acknowledged thatthey understand their obligations to comply with the provisions of the Exchange Act and the rules thereunder relating to stock manipulation, particularlyRegulation M.

We are not aware of any plans, arrangements or understandings between the selling stockholders and any underwriter, broker−dealer or agent regarding thesale of the shares of Class A common stock by the selling stockholders. We do not assure you that the selling stockholders will sell any or all of the shares ofClass A common stock offered by it pursuant to this prospectus. In addition, we do not assure you that the selling stockholders will not transfer, devise or gift theshares of Class A common stock by other means not described in this prospectus. Moreover, any securities covered by this prospectus that qualify for salepursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

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Table of ContentsLEGAL MATTERS

The validity of the shares of Class A common stock offered hereby will be passed upon for us by Simpson Thacher & Bartlett LLP, Palo Alto, California.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, have audited our consolidated financial statements and schedule included in ourAnnual Report on Form 10−K for the year ended December 31, 2005, and management’s assessment of the effectiveness of internal control over financialreporting as of December 31, 2005, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in this RegistrationStatement. Our consolidated financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authorityas experts in accounting and auditing.

INCORPORATION BY REFERENCE

We “incorporate by reference” into this prospectus some of the information we file with the Commission, which means that we can disclose importantinformation to you by referring you to those filings. The information incorporated by reference is considered to be a part of this prospectus. Any informationcontained in future Commission filings that are incorporated by reference into this prospectus will automatically update this prospectus, and any informationincluded directly in this prospectus shall update and supersede the information contained in past Commission filings incorporated by reference in this prospectus.We incorporate by reference the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of theSecurities Exchange Act of 1934 (the “Exchange Act”).

• Our Annual Report on Form 10−K for the fiscal year ended December 31, 2005, filed with the Commission on March 16, 2006;

• Our Quarterly Reports on Form 10−Q for each of the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, as filed with theCommission on May 10, 2006, August 9, 2006 and November 8, 2006, respectively;

• Our Current Reports on Form 8−K filed with the Commission on January 17, 2006 (with respect to Item 1.01 only), January 23, 2006, March 7,2006, March 16, 2006, March 29, 2006, April 3, 2006, June 14, 2006, October 5, 2006, October 12, 2006, November 17, 2006, December 13, 2006and February 2, 2007; and

• The description of our Class A common stock contained in Google’s Registration Statement on Form 10 as filed with the Commission on July 7,2004 pursuant to Section 12(g) of the Exchange Act and effective as of June 28, 2004.

All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of thisprospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this prospectus and to be part hereof from the date offiling of such reports and other documents.

We make available free of charge, on or through the investor relations section of our website, annual reports on Form 10−K, quarterly reports on Form10−Q, current reports on Form 8−K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonablypracticable after we electronically file such material with the Commission.

You should rely only upon the information provided in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone toprovide you with different information. You should not assume that the information in this prospectus, including any information incorporated by reference, isaccurate as of any date other than the date of this prospectus.

We hereby undertake to provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, uponwritten or oral request of any such person, a copy of any and all of the information that has been or may be incorporated by reference in this prospectus. Requestsfor such copies should be directed to our Investor Relations department, at the following address:

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Table of ContentsGoogle Inc.



(650) 253−0000

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and special reports and other information with the Securities and Exchange Commission, or Commission. You may read andcopy any materials we file at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at1−888−SEC−0330 for further information about the public reference room. The Commission also maintains an internet website at www.sec.gov that containsreports, proxy and information statements, and other information regarding registrants that file electronically with the Commission.

Our internet address is www.google.com and the investor relations section of our website is located at http://investor.google.com. We make available freeof charge, on or through the investor relations section of our website, annual reports on Form 10−K, quarterly reports on Form 10−Q, current reports on Form8−K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after weelectronically file such material with, or furnish it to, the Commission.

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. Wehave not authorized anyone to provide you with information different from that contained in this prospectus. The shares of Class A common stock offered underthis prospectus are offered only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the dateof this prospectus, regardless of the time of delivery of this prospectus or any sale of the Class A common stock.

This prospectus is part of a registration statement that we filed with the Commission, using a “shelf” registration process under the Securities Act. Underthe shelf registration process, certain selling stockholders may offer from time to time up to an aggregate of 3,233,464 shares of Class A common stock receivedby them directly or indirectly from Google Inc. in our acquisition of YouTube, Inc. This prospectus does not contain all of the information set forth in theregistration statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect toGoogle Inc. and the shares of Class A common stock, reference is hereby made to the registration statement. The registration statement may be inspected at thepublic reference facilities maintained by the Commission at the addresses set forth in the preceding paragraph. Statements contained herein concerning anydocument filed as an exhibit are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to theregistration statement. Each such statement is qualified in its entirety by such reference.

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Table of ContentsPART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth fees and expenses payable by the registrant, other than underwriting discounts and commissions, in connection with the issuanceand distribution of the securities being registered hereby. All amounts set forth below are estimates. All of such expenses are being borne by the registrant.

Amount

to be Paid

Commission registration fee $163,337Printing fees 5,000Legal fees and expenses 150,000Accounting fees and expenses 10,000Miscellaneous 5,000

Total $333,337

Item 15. Indemnification of Officers and Directors.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to officers,directors and other corporate agents in terms sufficiently broad to permit such indemnification under certain circumstances and subject to certain limitations.

As permitted by Section 145 of the Delaware General Corporation Law, the registrant’s amended and restated certificate of incorporation includes aprovision that eliminates the personal liability of its directors for monetary damages for breach of their fiduciary duty as directors.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the bylaws of the registrant provide that:

• The registrant shall indemnify its directors and officers for serving the registrant in those capacities or for serving other business enterprises at theregistrant’s request, to the fullest extent permitted by Delaware law, if such person acted in good faith and in a manner such person reasonablybelieved to be in or not opposed to the best interests of the registrant, and, with respect to any criminal proceeding, had no reasonable cause tobelieve such person’s conduct was unlawful.

• The registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is not required by law.

• The registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that suchdirector or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

• The registrant will not be obligated pursuant to the bylaws to indemnify a person with respect to proceedings initiated by that person, except withrespect to proceedings authorized by the registrant’s board of directors or brought to enforce a right to indemnification.

• The rights conferred in the bylaws are not exclusive, and the registrant is authorized to enter into indemnification agreements with its directors,officers, employees and agents and to obtain insurance to indemnify such persons.

• The registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees andagents.

The registrant’s policy is to enter into separate indemnification agreements with each of its directors and executive officers that provide the maximumindemnity allowed to directors and executive officers by Section 145 of the Delaware


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Table of ContentsGeneral Corporation Law and that allow for certain additional procedural protections. The registrant also maintains directors and officers insurance to insure suchpersons against certain liabilities.

The Investor Rights Agreement between the registrant and certain investors provides for cross−indemnification in connection with registration of theregistrant’s common stock on behalf of such investors.

These indemnification provisions and the indemnification agreements entered into between the registrant and its officers and directors may be sufficientlybroad to permit indemnification of the registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under theSecurities Act.

In connection with an offering of the securities registered hereunder, the registrant may enter into an underwriting agreement which may provide that theunderwriters are obligated, under certain circumstances, to indemnify directors, officers and controlling persons of the registrant against certain liabilities,including liabilities under the Securities Act.

Item 16. Exhibits and Financial Statement Schedules.

The following exhibits are included herein or incorporated herein by reference:

EXHIBIT INDEX

Exhibit

Number Description

Incorporated by reference hereinFrom Date

1.01 Form of Underwriting Agreement *

3.01 Third Amended and Restated Certificate of Incorporation of registrant as filed August 24,2004

Registration Statement on FormS−l, as amended (File No.333−114984)

August 9, 2004

3.02 Amended and Restated Bylaws of registrant, effective as of August 24, 2004 Registration Statement on FormS−l, as amended (File No.333−114984)

August 9, 2004

4.01 Investor Rights Agreement dated May 31, 2002 Registration Statement on FormS−l, as amended (File No.333−114984)

April 29, 2004

4.01.1 Amendment to Investor Rights Agreement dated August 17, 2004 Registration Statement on FormS−l, as amended (File No.333−114984)

August 18, 2004

4.02 Specimen Class A Common Stock certificate Registration Statement on FormS−l, as amended (File No.333−114984)

August 18, 2004

4.03 Registration Rights Agreement dated October 9, 2006 Filed herewith

5.01 Opinion of Simpson Thacher & Bartlett LLP Filed herewith

23.01 Consent of Independent Registered Public Accounting Firm Filed herewith

23.02 Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.01 to this RegistrationStatement)

Filed herewith

24.01 Power of Attorney (incorporated by reference to the signature page of this RegistrationStatement)

Filed herewith

* To be filed by amendment or as an exhibit to a document to be incorporated by reference, if applicable.

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Table of ContentsItem 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post−effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post−effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculationof Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or anymaterial change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post−effective amendment by thoseparagraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 orSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form ofprospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post−effective amendment shall be deemed to be anew registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

(3) To remove from registration by means of a post−effective amendment any of the securities being registered which remain unsold at the terminationof the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date thefiled prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430Brelating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required bySection 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of thedate such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described inthe prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such dateshall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which thatprospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a documentincorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in theregistration statement or prospectus that was part of the registration statement or made in any such document immediately prior to sucheffective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of thesecurities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registrationstatement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by


means of any of the following communications, the undersigned registrant will be a seller to the

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purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by theundersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant orits securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of theregistrant’s annual report, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of anemployee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in theregistration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securitiesat that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of theregistrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and ExchangeCommission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore unenforceable. In the eventthat a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer orcontrolling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controllingperson in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled bycontrolling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy asexpressed in the Securities Exchange Act and will be governed by the final adjudication of such issue.

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Table of ContentsSIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of therequirements for filing on Form S−3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, inthe City of Mountain View, State of California, on this 7

th day of February 2007.

GOOGLE INC.

By: /s/ ERIC E. SCHMIDT

Eric E. SchmidtChairman of the Executive Committee and

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric Schmidt andGeorge Reyes, and each of them acting individually, as his attorney in fact, each with full power of substitution, for him in any and all capacities, to sign any andall amendments to this Registration Statement on Form S−3, and to file the same, with exhibits thereto and other documents in connection therewith, with theSecurities and Exchange Commission, hereby ratifying and confirming all that said attorney−in−fact, or his or her substitutes, may do or cause to be done byvirtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on the 7th day of February 2007 by the following

persons in the capacities indicated:

Signature Title Date

/s/ ERIC E. SCHMIDT

Eric E. Schmidt

Chairman of the Executive Committee and ChiefExecutive Officer (Principal Executive Officer)

February 7, 2007

/s/ GEORGE REYES

George Reyes

Chief Financial Officer (Principal Financial andAccounting Officer)

February 7, 2007

/s/ SERGEY BRIN

Sergey Brin

President of Technology, Assistant Secretary andDirector

February 7, 2007

/s/ LARRY PAGE

Larry Page

President of Products, Assistant Secretary andDirector

February 7, 2007

/s/ L. JOHN DOERR

L. John Doerr

Director February 7, 2007

/s/ MICHAEL MORITZ

Michael Moritz


/s/ K. RAM SHRIRAM

K. Ram Shriram


/s/ JOHN L. HENNESSY

John L. Hennessy


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Table of Contents

/s/ ARTHUR D. LEVINSON

Arthur D. Levinson


/s/ PAUL S. OTELLINI

Paul S. Otellini


/s/ SHIRLEY TILGHMAN

Shirley Tilghman


/s/ ANN MATHER

Ann Mather


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Table of ContentsEXHIBIT INDEX

Exhibit

Number Description

Incorporated by reference hereinFrom Date

1.01 Form of Underwriting Agreement *

3.01 Third Amended and Restated Certificate of Incorporation of registrant as filed August 24,2004

Registration Statement on FormS−l, as amended (File No.333−114984)

August 9, 2004

3.02 Amended and Restated Bylaws of registrant, effective as of August 24, 2004 Registration Statement on FormS−l, as amended (File No.333−114984)

August 9, 2004

4.01 Investor Rights Agreement dated May 31, 2002 Registration Statement on FormS−l, as amended (File No.333−114984)

April 29, 2004

4.01.1 Amendment to Investor Rights Agreement dated August 17, 2004 Registration Statement on FormS−l, as amended (File No.333−114984)

August 18, 2004

4.02 Specimen Class A Common Stock certificate Registration Statement on FormS−l, as amended (File No.333−114984)

August 18, 2004

4.03 Registration Rights Agreement dated October 9, 2006 Filed herewith

5.01 Opinion of Simpson Thacher & Bartlett LLP Filed herewith

23.01 Consent of Independent Registered Public Accounting Firm Filed herewith

23.02 Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.01 to this RegistrationStatement)

Filed herewith

24.01 Power of Attorney (incorporated by reference to the signature page of this RegistrationStatement)

Filed herewith

* To be filed by amendment or as an exhibit to a document to be incorporated by reference, if applicable.


EXHIBIT 4.03

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of October 9, 2006, and is among GOOGLE INC., a Delawarecorporation (the “Company”) and each of the stockholders of YOUTUBE, INC., a Delaware corporation (the “Target”), listed on the signature pages hereof (the“Stockholders”).

BACKGROUND

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2006, as amended from time to time, among the Company, SnowmassHoldings, Inc., a Delaware corporation, Target and certain of the Stockholders (the “Merger Agreement”), the Stockholders will receive shares of CommonStock (as defined below) of the Company.

WHEREAS, the Company desires to provide to the Stockholders rights to registration under the Securities Act (as defined below) of RegistrableSecurities (as defined below), on the terms and subject to the conditions set forth herein.

WHEREAS, this Agreement shall be effective upon the Effective Time (as defined in the Merger Agreement.)

ARTICLE I

DEFINITIONS

1.1. Certain Definitions.

In this agreement:

“Closing Date” shall have the meaning set forth in the Merger Agreement.

“Common Stock” means the shares of Class A common stock, par value $.001 per share, of the Company and any stock into which such Class A commonstock may thereafter be converted or exchanged.

“Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated under such Act.

“Prospectus” shall mean the prospectus included in the Shelf Registration Statement and any such Prospectus as amended or supplemented by anyprospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities and by all


other amendments and supplements to such Prospectus, including post−effective amendments, and in each case including all material incorporated by referencetherein.

“Registrable Securities” shall mean all shares of Common Stock of the Company received by the Stockholders pursuant to the Merger Agreement(including any shares that may continue to have vesting or other restrictions following consummation of the Merger), and any Common Stock which may beissued or distributed in respect thereof by way of stock dividend or stock split or other distribution, recapitalization or reclassification. Any particular RegistrableSecurities that are issued shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by the Stockholders of such securitiesshall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) suchsecurities shall have been sold by the holders thereof pursuant to Rule 144 and/or Rule 145 (or any successor provision) under the Securities Act, (iii) suchsecurities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered bythe Company and subsequent disposition of such securities shall not require registration or qualification of such securities under the Securities Act, or (iv) suchsecurities shall have ceased to be outstanding.

“SEC” means the United States Securities and Exchange Commission or any successor agency.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated under such Act.

“Stockholders Agent” shall have the meaning set forth in the Merger Agreement.

ARTICLE II

REGISTRATION RIGHTS

2.1. Shelf Registration Rights. (a) The Company shall file with the SEC, no later than thirty days after the Closing Date (subject to Section 2.1(c)), aregistration statement covering the resale of the Registrable Securities held by the Stockholders for offerings to be made on a delayed or continuous basispursuant to Rule 415 of the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, the “ShelfRegistration Statement”); provided, that a reasonable time before filing the Shelf Registration Statement, or any amendments or supplements thereto, theCompany will furnish to Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”), outside counsel for Target in connection with the MergerAgreement, copies of all documents proposed to be filed and will not file any such documents to which WSGR may reasonably object prior to the filing thereof.

(b) Effective Shelf Registration Statement. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declaredeffective under the Securities Act and to keep the Shelf Registration Statement continuously effective under the Securities Act for a period of one year followingits being declared effective (the “Effectiveness

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Termination Date”); provided, however, that such Effectiveness Termination Date shall be increased by the number of days that the Shelf RegistrationStatement is delayed or suspended pursuant to Section 2.2. Without limiting the foregoing, the Company’s obligation to keep the Shelf Registration Statementeffective for any particular Stockholder shall cease upon such time as Rule 144 and/or Rule 145 or another similar exemption under the Securities Act isavailable for such Stockholder’s sales during a three−month period without registration.

(c) Postponement of Shelf Registration. The Company will be entitled to postpone the filing of the Shelf Registration Statement required pursuant toSection 2.1, for a reasonable period of time not in excess of seventy five (75) calendar days (the “Blackout Period”) if the Company furnishes to theStockholders Agent a certificate signed by the Chief Executive Officer, General Counsel or Chief Financial Officer of the Company stating that, in the good faithexercise of his business judgment, such registration and offering would be reasonably likely to materially interfere with a bona fide business or financingtransaction of the Company, would require premature disclosure of information (the premature disclosure of which could materially and adversely affect theCompany) or would otherwise be seriously detrimental to the Company. If the Company postpones the filing of the Shelf Registration Statement, it will promptlynotify the Stockholders Agent in writing when the events or circumstances permitting such postponement have ended and will file the Shelf RegistrationStatement within ten (10) Business Days after the events or circumstances permitting such postponement have ended.

2.2. Suspension of Shelf Registration. If the Company at any time during a period the Shelf Registration Statement is effective reasonably determines ingood faith and in its reasonable judgment that the ongoing registration would be reasonably likely to materially interfere with a bona fide business or financingtransaction of the Company, would require premature disclosure of information (the premature disclosure of which could materially and adversely affect theCompany) or would otherwise be seriously detrimental to the Company, the Company may suspend sales of securities pursuant to the registration for a period ofnot more than sixty (60) days (a “Permitted Interruption”) and agrees to (i) furnish to each Stockholder a certificate signed by the Chief Executive Officer,General Counsel or Chief Financial Officer of the Company to that effect and (ii) notify each Stockholder promptly upon each of the commencement andtermination of each Permitted Interruption. Each Stockholder agrees that, upon any such notice from the Company, it will forthwith discontinue disposition ofRegistrable Securities pursuant to the Shelf Registration Statement until receipt of the Company’s notice as to the termination of the Permitted Interruption. TheCompany may suspend sales pursuant to this Section 2.2 no more than two (2) times in any twelve (12) month period. Each of the Stockholders agree to keep thenotice of Permitted Interruption and the reasons therefore confidential, and they shall not disclose such notice or reasons to any person other than its legal counselor as required by law.

2.3. Covenants and Procedures. At such time as the Company is obligated under this Article II to effect and maintain a registration of RegistrableSecurities on behalf of Stockholders, then (as applicable to the jurisdictions for which such registration is to be made) the Company shall:

(a) furnish to each Stockholder, without charge, as many copies of each Prospectus, and any amendment or supplement thereto and such other documentsas the

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Stockholders Agent may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities; the Company hereby consentsto the use of the Prospectus by each Stockholder of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by theProspectus;

(b) (i) use all reasonable efforts to register or qualify the Registrable Securities, no later than the time the applicable Registration Statement becomeseffective, under all applicable state securities or “blue sky” laws of such jurisdictions as the Stockholders Agent shall reasonably request; (ii) use all reasonableefforts to keep each such registration or qualification effective during the period the Shelf Registration Statement is required to be kept effective; and (iii) do anyother acts and things which may be reasonably necessary or advisable to enable each Stockholder to consummate the disposition in each such jurisdiction of suchRegistrable Securities owned by such Stockholder; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealerin securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process in any such jurisdiction;

(c) notify each Stockholder promptly (i) when the Shelf Registration Statement has become effective and when any post−effective amendments andsupplements thereto become effective if the Shelf Registration Statement or post−effective amendment is not automatically effective upon filing pursuant to Rule462, (ii) of the issuance by the SEC or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of theShelf Registration Statement or the initiation of any proceedings for that purpose, (iii) of any request by the SEC for amendments or supplements to the ShelfRegistration Statement (including the related Prospectus) or for additional information relating thereto and (iv) if the Company receives any notification withrespect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose;

(d) use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement as promptly aspracticable;

(e) upon request, furnish to each Stockholder, without charge, at least one conformed copy of the Shelf Registration Statement and any post−effectiveamendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(f) prepare and file with the SEC post−effective amendments to the Shelf Registration Statement and such amendments to the Prospectus used inconnection therewith as may be necessary to maintain the effectiveness of such registration or as may be required by the rules, regulations or instructionsapplicable to the registration form utilized by the Company or by the Securities Act or the Exchange Act or the rules and regulations thereunder necessary tokeep such registration statement effective for the period set forth in Section 2.1(b) of this Agreement, and cause the Prospectus as so supplemented to be filedpursuant to Rule 424 under the Securities Act, and to otherwise comply with the provisions of the Securities Act with respect to the disposition of all RegistrableSecurities covered by the Shelf Registration Statement during the effectiveness of the Shelf Registration Statement; and

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(g) cooperate with the Stockholders and the Stockholders Agent to facilitate the timely preparation and delivery of certificates representing RegistrableSecurities to be sold and not bearing any restrictive legends.

Each selling Stockholder of Registrable Securities as to which any registration is being effected pursuant to this Agreement agrees, as a condition to theregistration obligations with respect to such Stockholder provided herein, to furnish to the Company such information regarding such Stockholder required to beincluded in the Shelf Registration Statement, the ownership of Registrable Securities by such Stockholder and the proposed distribution by such Stockholder ofsuch Registrable Securities as the Company may from time to time request in writing, including, for purposes of this provision, by email correspondence.

ARTICLE III

OTHER AGREEMENTS

3.1. Expenses. All expenses incurred by the Company in connection with any Registration Statement covering Registrable Securities offered byStockholders, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel (except for the fees anddisbursements of counsel for Stockholders) and of the independent certified public accountants, and the expense of qualifying such shares under state blue skylaws, shall be borne by the Company, including such expenses of any registration delayed by the Company under Section 2.1(c) or 2.2. However, any expensesincurred by Stockholders, including discounts and commissions and legal, accounting and similar expenses, shall be borne by the Stockholders.

3.2. Transfer of Rights. Any Stockholder may transfer all or any portion of its rights under this Agreement to any transferee of Registrable Securitiesowned by such Stockholder (such transferee a “Transferee”). Any transfer of registration rights pursuant to this Section 3.2 shall be effective upon receipt by theCompany of (i) written notice from such Stockholder stating the name and address of any Transferee and identifying the number of Registrable Securities withrespect to which the rights under this Agreement are being transferred and the nature of the rights so transferred, and (ii) a written agreement from suchTransferee to be bound by the terms of this Agreement.

3.3. Rule 144. So long as the Company is subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act, the Company covenants that it willtake reasonable efforts to file on a timely basis any reports required to be filed by it under the Securities Act and the Exchange Act (or, if the Company is subjectto the requirements of Section 13, 14 or 15(d) of the Exchange Act but is not required to file such reports, it will, upon the request of any Stockholder, makepublicly available such information) and it will take such further action as the Stockholders Agent may reasonably request, so as to enable the Stockholders tosell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act,as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request of the Stockholders Agent,the Company will deliver to the Stockholders Agent a written statement as

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to whether it has complied with Rule 144 under the Securities Act, as such rule may be amended from time to time.

3.4. Stockholders Agent.

(a) Subject to the limitations set forth herein, the Stockholders Agent is hereby constituted and appointed as agent for and on behalf of the Stockholders, togive and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders ofcourts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholders Agent for theaccomplishment of the foregoing. No bond shall be required of the Stockholders Agent, and the Stockholder Representative shall receive no compensation forservices rendered. Notices or communications to or from the Stockholders Agent shall constitute notice to or from each of the Stockholders.

(b) The Stockholders Agent shall not be liable to the other Stockholders for any act done or omitted hereunder in his capacity as Stockholders Agent,except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusiveevidence that he did not act with gross negligence or willful misconduct. The other Stockholders shall severally indemnify the Stockholders Agent and hold itharmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders Agent and arising out of or inconnection with the acceptance or administration of the duties hereunder, including any out−of−pocket costs and expenses and legal fees and other legal costsreasonably incurred by the Stockholders Agent (“Outstanding Stockholders Agent Expenses”). If not paid directly to the Stockholders Agent by theStockholders, such losses, liabilities or expenses may be recovered by the Stockholders Agent from the Escrow Shares (as defined in the Merger Agreement) thatotherwise would be distributed to the Company Stockholders following the Initial Escrow Release Date (as defined in the Merger Agreement) after giving effectto, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to Article IX of the Merger Agreement, and such recovery(if any) of Outstanding Stockholders Agent Expenses from such Escrow Shares will be made from the Company Stockholders according to their respective ProRata Shares (as defined in the Merger Agreement). The value of the Escrow Shares shall be determined in the same manner set forth in the Merger Agreement.

(c) To the extent the Stockholders Agent is permitted to act on behalf of the Stockholders under this Agreement, a decision, act, consent or instruction ofthe Stockholders Agent shall constitute a decision of all the Stockholders and shall be final, binding and conclusive upon each of the Stockholders, and theCompany may rely upon any decision, act, consent or instruction of the Stockholders Agent as being the decision, act, consent or instruction of each of theStockholders. The Company is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent orinstruction of the Stockholders Agent.

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3.5. Indemnification and Contribution.

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Stockholder, each of its officers, directors and partners, legalcounsel, and accountants and each person controlling such Stockholder within the meaning of Section 15 of the Securities Act, with respect to which registrationhas been effected pursuant to Section 2.1, against all expenses, claims, losses, damages, and liabilities (or actions, proceedings, or settlements in respect thereof)arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any preliminaryprospectus, final prospectus, summary prospectus, offering circular, or other document (including any related registration statement, notification, or the like)incident to any such registration, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make thestatements therein not misleading, or (iii) any violation (or alleged violation) by the Company of the Securities Act, any state securities laws or any rule orregulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by suchregistration, and the Company will reimburse each such Stockholder, each of its officers, directors, partners, legal counsel, and accountants and each personcontrolling such Stockholder, and each of its officers and directors, for any legal and any other expenses reasonably incurred in connection with investigating anddefending or settling any such claim, loss, damage, liability, or action; provided that the Company will not be liable in any such case to the extent that any suchclaim, loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon written information furnished to the Company bysuch Stockholder, any of such Stockholder’s officers, directors, partners, legal counsel or accountants, any person controlling such Stockholder, and stated to bespecifically for use therein; and provided, further, that, the obligations of the Company contained in this Section 3.5(a) shall not apply to amounts paid insettlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not beunreasonably withheld).

(b) To the extent permitted by law, each Stockholder will indemnify and hold harmless the Company, each of its directors, officers, partners, legal counsel,and accountants, each other such Stockholder, and each of their officers, directors, and partners, and each person controlling such Stockholder, against all claims,losses, damages and liabilities (or actions, proceedings, or settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untruestatement) of a material fact contained or incorporated by reference in any such preliminary prospectus, final prospectus, summary prospectus, offering circular,or other document (including any related registration statement, notification, or the like) incident to any such registration, or (ii) any omission (or allegedomission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse theCompany and such Stockholders, directors, officers, partners, legal counsel, and accountants, persons, or control persons for any legal or any other expensesreasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent, but only to theextent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such preliminary prospectus, final prospectus,summary prospectus, offering circular, or other document (including any related registration statement, notification, or the like) in reliance upon and inconformity with written information furnished to the Company by such Stockholder and stated to be specifically for use

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therein; provided, however, that the obligations of such Stockholder contained in this Section 3.5(b) shall not apply to amounts paid in settlement of any suchloss, claim, damage, liability or action if such settlement is effected without the consent of such Stockholder (which consent shall not be unreasonably withheld);and provided, further, that in no event shall any indemnity under this Section 3.5 exceed the net proceeds from the offering received by such Stockholder unlesssuch liability arises out of or is based on willful misconduct by such Stockholder.

(c) Each party entitled to indemnification under this Section 3.5 (the “Indemnified Party”) shall give notice to the party required to provideindemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought,and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the IndemnifyingParty, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not beunreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; and provided further that the failure of anyIndemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 3.5, to the extent such failure isnot prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entryof any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such IndemnifiedParty of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim inquestion as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigationresulting therefrom.

(d) If the indemnification provided for in this Section 3.5 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respectto any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shallcontribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as isappropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements oromissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations, provided that, in no event shallany contribution by a Stockholder under this Section 3.5(d) exceed the net proceeds from the offering received by such Stockholder unless such liability arisesout of or is based on willful misconduct by such Stockholder. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined byreference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to informationsupplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct orprevent such statement or omission.

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ARTICLE IV

MISCELLANEOUS

4.1. Notices. All notices, requests, demands and other communications required or permitted hereunder shall be made in writing by hand−delivery,registered first−class mail, telex, fax or air courier guaranteeing delivery:

(a) If to the Company, to:

Google Inc.



Attention: David C. Drummond

Fax: (650) 649−1920

with a copy to:

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, California 94304

Attention: William Hinman

Kirsten Jensen

Tel: (650) 251−5000

Fax: (650) 251−5002

or to such other person or address as the Company shall furnish to the Stockholders in writing;

If to the Stockholders or the Stockholders Agent, to the applicable address set forth in the Company’s records.

with a copy to:

Wilson Sonsini Goodrich & Rosati, Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

Attention: Jack Sheridan

Michael S. Ringler

Tel: (650) 493−9300

Fax: (650) 493−6811

or to such other person or address as the Stockholders Agent shall furnish to the Company in writing.


All such notices, requests, demands and other communications shall be deemed to have been duly given: at the time of delivery by hand, if personallydelivered; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed domestically in the United

9


States (and seven (7) Business Days if mailed internationally); when answered back, if telexed; when receipt acknowledged, if telecopied; and on the BusinessDay for which delivery is guaranteed, if timely delivered to an air courier guaranteeing such delivery.

4.2. Section Headings. The article and section headings in this Agreement are for reference purposes only and shall not affect the meaning orinterpretation of this Agreement. References in this Agreement to a designated “Article” or “Section” refer to an Article or Section of this Agreement unlessotherwise specifically indicated.

4.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

4.4. Submission to Jurisdiction. Except as otherwise expressly provided in this Agreement, the parties hereto agree that any suit, action or proceedingseeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall bebrought in the Court of Chancery of the State of Delaware, County of New Castle or the United States District Court for the District of Delaware. Each partyhereto also agrees not to bring any action arising out of or relating to this Agreement in any other court (and of the appropriate appellate courts therefrom). Eachparty hereto agrees that a final and non−appealable judgment in any action may be enforced by action on the judgment or in any other manner provided at law orin equity. Each party hereto waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety, or other securitythat might be required of any other party hereto with respect thereto. Each party hereto agrees that service of process on it by notice as provided in Section 4.1shall be deemed effective service of process.

4.5. Resolution of Conflicts; Arbitration.

(a) Any claim or dispute arising out of or related to this Agreement, or the interpretation, making, performance, breach or termination thereof, shall (exceptas specifically set forth in this Agreement) be finally settled by binding arbitration in the County of Santa Clara, California in accordance with the then currentCommercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdictionthereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolvea dispute.

(b) Such arbitration shall be conducted by a single arbitrator chosen by mutual agreement of the Company and the Stockholders Agent. Alternatively, atthe request of either party before the commencement of arbitration, the arbitration shall be conducted by three independent arbitrators, none of whom shall haveany competitive interests with the Company or the Stockholders Agent. The Company and the Stockholders Agent shall each select one arbitrator. The twoarbitrators so selected shall select a third arbitrator.

(c) In any arbitration under this Section 4.5, each party shall be limited to calling a total of three witnesses both for purposes of deposition and thearbitration hearing. Subject to the foregoing limitation on the number of witnesses, the arbitrator or arbitrators, as the case may be, shall set a limited time periodand establish procedures designed to reduce the cost

10


and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the casemay be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator, or a majority of the three arbitrators, asthe case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions for discovery abuses, including attorneys’fees and costs, to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determinethat discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification.

(d) The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim shall be final, binding,and conclusive upon the parties to this Agreement. Such decision shall be written and shall be supported by written findings of fact and conclusions which shallset forth the award, judgment, decree or order awarded by the arbitrator(s). Within 30 days of a decision of the arbitrator(s) requiring payment by one party toanother, such party shall make the payment to such other party.

(e) The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim orconservatory relief, as necessary, without breach of this arbitration provision and without abridgement of the powers of the arbitrator(s).

(f) The parties agree that each party shall pay its own costs and expenses (including counsel fees) of any such arbitration, and each party waives its right toseek an order compelling the other party to pay its portion of its costs and expenses (including counsel fees) for any arbitration.

4.6. Effective Time; Termination. This Agreement shall be effective upon the Effective Time and shall terminate and be of no force and effect upon theearlier to occur of (a) the termination of the Company’s obligation to keep the Shelf Registration Statement effective pursuant to Section 2.2 and (b) thetermination of the Merger Agreement pursuant to Section 8.1 of the Merger Agreement.

4.7. Amendments. This Agreement may be amended only by an instrument in writing executed by all of its parties, or their respective successors orassigns; provided that an executed instrument in writing by the Stockholders Agent shall bind all of the Stockholders for purposes of this Section with respect toamendments or waivers the purpose of which is solely to extend or allow a Permitted Interruption pursuant to Section 2.2; and provided further that an executedinstrument in writing by the majority of the Stockholders (calculated based on the number of Registrable Securities beneficially held) shall bind all of theStockholders for purposes of this Section; and provided further that holders of Registrable Securities immediately after the Effective Time (as defined in theMerger Agreement) not party to this Agreement as of the date hereof may execute counterparts to this Agreement without the consent or additional signatures ofthe Stockholders party hereto, and upon the Company’s receipt of such additional holder’s executed signature pages hereto, such additional holders shall bedeemed to be a party hereto and such additional signature pages shall be a part of this Agreement.

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4.8. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the transactions contemplatedhereby and thereby. The registration rights granted under this Agreement supersede any registration, qualification or similar rights with respect to any of theshares of Common Stock granted under any other agreement, and any of such preexisting registration rights are hereby terminated.

4.9. Severability. The invalidity or unenforceability of any specific provision of this Agreement shall not invalidate or render unenforceable any of itsother provisions. Any provision of this Agreement held invalid or unenforceable shall be deemed reformed, if practicable, to the extent necessary to render itvalid and enforceable and to the extent permitted by law and consistent with the intent of the parties to this Agreement.

4.10. Counterparts. This Agreement may be executed in multiple counterparts, including by means of facsimile, each of which shall be deemed anoriginal, but all of which together shall constitute the same instrument.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

GOOGLE INC.

By: /s/ DAVID C. DRUMMOND

Name: David C. DrummondTitle: Senior Vice President, Corporate Development

13


IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

COMMON STOCKHOLDERS:

Steve. S. Chen

/s/ Steve S. Chen

Steve S. Chen 2006 Grantor Retained Annuity Trust dated9/27/06

/s/ Steve S. ChenName: Steve S. ChenTitle: Trustee

Chad M. Hurly

/s/ Chad M. Hurly

The Chad M. Hurley Irrevocable Children’s Trust created UTAdated March 2, 2006

/s/ Brent HurleyName: Brent HurleyTitle: Trustee

Jawed Karim

/s/ Jawed Karim

Zahavah Levine

/s/ Zahavah Levine

14


IN WITNESS WHEREOF, each of the undersigned has executed this Agreement of the date set forth below.

SERIES A STOCKHOLDERS:

SEQUOIA CAPITAL XISEQUOIA TECHNOLOGY PARTNERS XISEQUOIA CAPITAL XI PRINCIPALS FUND

By: SC XI Management, LLCA Delaware Limited Liability CompanyGeneral Partner of Each

By: /s/ Douglas LeoneDouglas LeoneManaging Member

WS INVESTMENT COMPANY LLC (2005A)

By: /s/ James A. TerranovaJames A. TerranovaManager

SERIES B STOCKHOLDERS:

Artis Technology Partners, L.P.Artis Technology 2X, L.P.Artis Technology Qualified Partners, L.P.Artis Technology Qualified 2X, L.P.Artis Microcap Fund, L.P.

By: Artis Capital Management, L.P.

General Partner for Each Fund

By: /s/ John MilaniName: John Milani

Its: Chief Operating Officer

15


IN WITNESS WHEREOF, each of the undersigned has executed this Agreement of the date set forth below.

SERIES B STOCKHOLDERS:Artis Microcap Master Fund, L.P.

By: Artis Microcap GP, LLCGeneral Partner

By: /s/ John MilaniName: John MilaniIts: Chief Operating Officer

Artis Technology Partners, L.P.Artis Technology 2X, L.P.

By: Artis Capital Management, L.P.Investment Adviser and Attorney−In−Fact for Each Fund

By: /s/ John MilaniName: John MilaniIts: Chief Operating Officer

SEQUOIA CAPITAL XISEQUOIA TECHNOLOGY PARTNERS XISEQUOIA CAPITAL XI PRINCIPALS FUND

By: SC XI Management, LLCA Delaware Limited Liability CompanyGeneral Partner of Each

By: /s/ Douglas LeoneDouglas LeoneManaging Member

WS INVESTMENT COMPANY LLC (2006A)

By: /s/ James A. TerranovaJames A. Terranova

Manager

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EXHIBIT 5.01

OPINION OF SIMPSON THACHER & BARTLETT LLP

February 7, 2007

Google Inc.


Mountain View, California 94043

Ladies and Gentlemen:

We have acted as counsel to Google Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S−3 (the“Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, asamended, relating to the sale by certain selling stockholders of an aggregate of 3,233,464 shares (the “Resale Shares”) of Class A Common Stock, par value$0.001 per share (“Common Stock”), of the Company that are issued and outstanding.

We have examined the Registration Statement and a form of share certificate representing Common Stock of the Company, which has been filed with theCommission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporaterecords, agreements, documents and other instruments and have made such other investigations, as we have deemed relevant and necessary in connection withthe opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officialsand of officers and representatives of the Company.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of alldocuments submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies andthe authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Resale Shares arevalidly issued, fully paid and nonassessable.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, allapplicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

We hereby consent to the filing of this opinion letter as Exhibit 5.01 to the Registration Statement and to the use of our name under the caption “LegalMatters” in the prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLPSIMPSON THACHER & BARTLETT LLP


EXHIBIT 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S−3) and related Prospectus of Google Inc. for theregistration of its Class A Common Stock and to the incorporation by reference therein of our reports dated March 10, 2006, with respect to the consolidatedfinancial statements and schedule of Google Inc., Google Inc. management’s assessment of the effectiveness of internal control over financial reporting, and theeffectiveness of internal control over financial reporting of Google Inc., included in its Annual Report (Form 10−K) for the year ended December 31, 2005, filedwith the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLPERNST & YOUNG LLP

San Jose, California

February 5, 2007

_______________________________________________Created by 10KWizard www.10KWizard.com


http://www.10KWizard.com

Documents

FORM S−3ASRonline.wsj.com/public/resources/documents/Google-20070207.pdf · 7.02.2007 · FORM S−3ASR Google Inc. − GOOG Filed: February 07, 2007 (period: ) Automatic shelf