SEC Info - Google Inc. - ‘10-Q’ for 9/30/14

SEC Info℠

Home

Help

Please Sign In

Google Inc. – ‘10-Q’ for 9/30/14 – ‘EX-4.2’

On: Thursday, 10/23/14, at 4:58pm ET · For: 9/30/14 · Accession #: 1288776-14-75 · File #: 1-36380

  As Of               Filer                 Filing    For·On·As Docs:Size

10/23/14  Google Inc.                       10-Q        9/30/14   84:17M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    890K 
 2: EX-4.1      Joinder Agreement Among Google Inc., Larry Page     HTML     36K 
                and His Permitted Entities                                       
 3: EX-4.2      Joinder Agreement Among Google Inc., Sergey Brin    HTML     35K 
                and His Permitted Entities                                       
 4: EX-10.2     Transition Letter Between Nikesh Arora and Google   HTML     42K 
                Inc.                                                             
 5: EX-10.3     Separation Agreement and Release Between Nikesh     HTML     60K 
                Arora and Google Inc.                                            
 6: EX-12       Computation of Ratio of Earnings to Fixed Charges   HTML     42K 
 7: EX-31.1     Certification of CEO Pursuant to Exchange Act       HTML     31K 
                Rules 13A-14(A) and 15D-14(A)                                    
 8: EX-31.2     Certification of CFO Pursuant to Exchange Act       HTML     31K 
                Rules 13A-14(A) and 15D-14(A)                                    
 9: EX-32.1     Certifications of CEO and CFO Pursuant to 18        HTML     29K 
                U.S.C. Section 1350                                              
58: R1          Document and Entity Information                     HTML     48K 
45: R2          Consolidated Balance Sheets                         HTML    147K 
55: R3          Consolidated Balance Sheets (Parenthetical)         HTML     76K 
60: R4          Consolidated Statements of Income                   HTML    118K 
78: R5          Consolidated Statements of Comprehensive Income     HTML     64K 
47: R6          Consolidated Statements of Comprehensive Income     HTML     32K 
                (Parenthetical)                                                  
54: R7          Consolidated Statements of Cash Flows               HTML    145K 
41: R8          Google Inc. and Summary of Significant Accounting   HTML     42K 
                Policies                                                         
31: R9          Financial Instruments                               HTML    587K 
79: R10         Debt                                                HTML     57K 
62: R11         Balance Sheet Components                            HTML    124K 
61: R12         Acquisitions                                        HTML     38K 
67: R13         Collaboration Agreement                             HTML     32K 
68: R14         Goodwill and Other Intangible Assets                HTML     71K 
65: R15         Discontinued Operations                             HTML     80K 
69: R16         Interest and Other Income, Net                      HTML     53K 
57: R17         Contingencies                                       HTML     38K 
59: R18         Net Income Per Share of Class A and Class B Common  HTML    303K 
                Stock                                                            
64: R19         Stockholders' Equity                                HTML     98K 
84: R20         Income Taxes                                        HTML     34K 
74: R21         Information about Segments and Geographic Areas     HTML     63K 
51: R22         Subsequent Events                                   HTML     28K 
63: R23         Google Inc. and Summary of Significant Accounting   HTML     43K 
                Policies (Policies)                                              
53: R24         Financial Instruments (Tables)                      HTML    577K 
24: R25         Debt (Tables)                                       HTML     52K 
75: R26         Balance Sheet Components (Tables)                   HTML    129K 
81: R27         Goodwill and Other Intangible Assets (Tables)       HTML     69K 
36: R28         Discontinued Operations (Tables)                    HTML     75K 
35: R29         Interest and Other Income, Net (Tables)             HTML     53K 
39: R30         Net Income Per Share of Class A and Class B Common  HTML    301K 
                Stock (Tables)                                                   
40: R31         Stockholders' Equity (Tables)                       HTML     87K 
42: R32         Information about Segments and Geographic Areas     HTML     56K 
                (Tables)                                                         
22: R33         Google Inc. and Summary of Significant Accounting   HTML     28K 
                Policies (Details)                                               
72: R34         Financial Instruments (Cash, Cash Equivalents and   HTML    103K 
                Marketable Securities Measured at Adjusted Cost,                 
                Gross Unrealized Gains, Gross Unrealized Losses,                 
                and Fair Value By Significant Investment Category)               
                (Details)                                                        
49: R35         Financial Instruments (Contractual Maturity Date    HTML     42K 
                of Marketable Debt Securities) (Details)                         
52: R36         Financial Instruments (Gross Unrealized Losses and  HTML     66K 
                Fair Values for Investments in Unrealized Loss                   
                Position) (Details)                                              
27: R37         Financial Instruments (Fair Values of Outstanding   HTML     53K 
                Derivative Instruments) (Details)                                
83: R38         Financial Instruments (Effect of Derivative         HTML     65K 
                Instruments on Income and Accumulated Other                      
                Comprehensive Income) (Details)                                  
16: R39         Financial Instruments (Offsetting of Financial      HTML    173K 
                Assets and Financial Liabilities) (Details)                      
43: R40         Financial Instruments (Additional Information)      HTML     63K 
                (Details)                                                        
77: R41         Debt (Long-Term Debt) (Details)                     HTML     51K 
26: R42         Debt (Long-Term Debt - Parenthetical) (Details)     HTML     34K 
34: R43         Debt (Additional Information) (Details)             HTML     53K 
38: R44         Balance Sheet Components (Inventories) (Details)    HTML     35K 
46: R45         Balance Sheet Components (Property and Equipment)   HTML     52K 
                (Details)                                                        
21: R46         Balance Sheet Components (Components of             HTML     46K 
                Accumulated Other Comprehensive Income) (Details)                
30: R47         Balance Sheet Components (Effects on Net Income of  HTML     57K 
                Amounts Reclassified from AOCI) (Details)                        
18: R48         Acquisitions (Details)                              HTML     63K 
76: R49         Collaboration Agreement - Narrative (Details)       HTML     31K 
25: R50         Goodwill and Other Intangible Assets (Changes in    HTML     35K 
                Carrying Amount of Goodwill) (Details)                           
73: R51         Goodwill and Other Intangible Assets                HTML     43K 
                (Acquisition-Related Intangible Assets that are                  
                being Amortized) (Details)                                       
28: R52         Goodwill and Other Intangible Assets (Expected      HTML     42K 
                Amortization Expense for Acquisition-Related                     
                Intangible Assets) (Details)                                     
44: R53         Discontinued Operations (Revenues and Earnings      HTML     51K 
                Attributable to Motorola Home Business) (Details)                
17: R54         Discontinued Operations (Aggregate Carrying         HTML     69K 
                Amounts of the Major Classes of Assets and                       
                Liabilities Divested) (Details)                                  
20: R55         Discontinued Operations (Additional Information)    HTML     37K 
                (Details)                                                        
37: R56         Interest and Other Income, Net (Details)            HTML     46K 
23: R57         Net Income Per Share of Class A and Class B Common  HTML    154K 
                Stock (Details)                                                  
80: R58         Stockholders' Equity (Weighted-Average Assumptions  HTML     39K 
                Used to Estimate Fair Values of Stock Options                    
                Granted) (Details)                                               
48: R59         Stockholders' Equity (Stock Option Activity)        HTML     84K 
                (Details)                                                        
66: R60         Stockholders' Equity (Unvested Restricted Stock     HTML     55K 
                Units Activity) (Details)                                        
29: R61         Stockholders' Equity (Additional Information)       HTML     53K 
                (Details)                                                        
32: R62         Income Taxes (Details)                              HTML     30K 
71: R63         Information about Segments and Geographic Areas     HTML     31K 
                (Revenues by Geographic Area) (Details)                          
70: R64         Information about Segments and Geographic Areas     HTML     29K 
                (Long-Lived Assets by Geographic Area) (Details)                 
50: R65         Subsequent Events - Narrative (Details)             HTML     27K 
82: XML         IDEA XML File -- Filing Summary                      XML    124K 
19: EXCEL       IDEA Workbook of Financial Reports                  XLSX    313K 
33: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   3.03M 
10: EX-101.INS  XBRL Instance -- goog-20140930                       XML   4.48M 
12: EX-101.CAL  XBRL Calculations -- goog-20140930_cal               XML    353K 
13: EX-101.DEF  XBRL Definitions -- goog-20140930_def                XML    742K 
14: EX-101.LAB  XBRL Labels -- goog-20140930_lab                     XML   1.94M 
15: EX-101.PRE  XBRL Presentations -- goog-20140930_pre              XML   1.08M 
11: EX-101.SCH  XBRL Schema -- goog-20140930                         XSD    183K 
56: ZIP         XBRL Zipped Folder -- 0001288776-14-000075-xbrl      Zip    315K

‘EX-4.2’ — Joinder Agreement Among Google Inc., Sergey Brin and His Permitted Entities

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit 4.02_09302014

Exhibit 4.02

JOINDER AGREEMENT

October 23, 2014

Reference is hereby made to that certain Transfer Restriction Agreement, dated March 25, 2014 (the “Transfer Restriction Agreement”), among Google Inc., a Delaware corporation, Sergey Brin and his Permitted Entities. Unless otherwise defined herein, terms defined in the Transfer Restriction Agreement and used herein shall have the meanings given to them in the Transfer Restriction Agreement.

Each of the undersigned parties hereby agrees that it is, and shall be deemed to be for all purposes, a Permitted Entity, a Holder and a member of the Holder Group under the Transfer Restriction Agreement, and bound by all of the terms and conditions of the Transfer Restriction Agreement, effective March 25, 2014, as if it were an original signatory thereto.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within such State, without regard to the conflict of laws principles thereof which would result in the application of the laws of any other jurisdiction.

This Agreement may be executed in one or more counterparts (including by facsimile or electronic signature and by electronic mail or PDF), each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

* * * * *

(Signature Page Follows)

IN WITNESS WHEREOF, the Permitted Entities named below have executed this Agreement as of the date set forth above and agree to be bound by the terms of this Agreement applicable to Permitted Entities as Holders and members of the Holder Group.



Google Inc.

/s/ *Kent Walker*
Name:		Kent Walker
Title:		Senior Vice President and General Counsel

Sergey Brin

/s/ Sergey Brin



J.P. Morgan Trust Company of Delaware as Trustee MDC Trust I

/s/ *Danielle M. Kiss*
Name:		Danielle M. Kiss
Title:		Authorized Signatory

J.P. Morgan Trust Company of Delaware as Trustee MDC Trust II

/s/ *Danielle M. Kiss*
Name:		Danielle M. Kiss
Title:		Authorized Signatory



J.P. Morgan Trust Company of Delaware as Trustee MDC Trust III
/s/ *Danielle M. Kiss*
Name:		Danielle M. Kiss
Title:		Authorized Signatory

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	10/23/14
For Period end:	9/30/14
	3/25/14	4, 8-K, CERTNAS
		List all Filings

↑Top

Filing Submission 0001288776-14-000075 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)