Joinder Agreement to Transfer Restriction Agreement Among Google Inc., Sergey Brin, and Permitted Entities
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Summary
This agreement, dated October 23, 2014, adds new parties—specifically certain trusts managed by J.P. Morgan Trust Company of Delaware—as Permitted Entities, Holders, and members of the Holder Group under an existing Transfer Restriction Agreement originally signed by Google Inc., Sergey Brin, and his Permitted Entities. By signing, the new parties agree to be bound by all terms of the original agreement as if they were original signatories. The agreement is governed by Delaware law.
EX-4..2 3 exhibit402_09302014.htm JOINDER AGREEMENT AMONG GOOGLE INC., SERGEY BRIN AND HIS PERMITTED ENTITIES 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 | |
