Attachment Consolidated Exhibit

This document pretains to SES-T/C-20140613-00519 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2014061300519_1050391

FCC Form 312 Transfer of Control Exhibit 43 (Item 43) Transferor/Licensee: Skybox Imaging, Inc. Transferee: Google Inc. DESCRIPTION OF THE TRANSACTION Pursuant to an Agreement and Plan of Merger (the “Agreement”), dated June 10, 2014, by and among Google Inc. (“Google”), Yaryar Inc. (a wholly-owned subsidiary of Google recently formed specifically for this transaction) (“Merger Sub”) and Skybox Imaging, Inc. (“Skybox”), applicants propose to complete a transaction whereby Skybox will become a wholly-owned subsidiary of Google (the “Transaction”). Under the Agreement, Skybox and Merger Sub will merge and each issued and outstanding share or equity interest the share capital of Skybox will be converted into the right to receive the merger consideration. Following the merger, Skybox will be a direct wholly-owned subsidiary of Google. Consummation of the Transaction is contingent upon receipt of necessary regulatory approvals among other things. Applicants request consent for the proposed transfer of control of the earth and satellite station licenses identified below in Table 1.0: Table 1.0 Call Sign Class of License Location of Station Expiration Date S2862 Non-Geostationary Space Station High-inclination circular orbit Dec. 16, 2028 E120025 Fixed Earth Station Fairbanks, Alaska Dec. 6, 2027 E130037 Fixed Earth Station Half Moon Bay, California Mar. 28, 2028 Skybox builds satellites, writes code, and deploys data centers. But at heart Skybox is about unlocking the human story by approaching daily global activity as the world’s largest data science problem. Skybox is headquartered in Mountain View, California. For more information, visit http://www.skyboximaging.com. Google is an Internet company and publicly traded Delaware corporation. Like Skybox, Google is headquartered in Mountain View, California. Google’s headquarters address is 1600 Amphitheatre Parkway, Mountain View, CA 94043. Google’s innovative search technologies make information accessible and useful. In particular, Google Maps is a desktop and mobile mapping service offering satellite imagery, street maps, and street view perspectives, as well as direction functions. For more information, visit http://www.google.com. 1

FCC Form 312 Transfer of Control Exhibit F (Item A21) Transferor/Licensee: Skybox Imaging, Inc. Transferee: Google Inc. PUBLIC INTEREST STATEMENT The proposed transaction will serve the public interest. Skybox Imaging, Inc. (“Skybox”), backed by Google Inc. (“Google”), will continue to possess the managerial and technical qualifications to operate its satellites and earth stations under its FCC licenses. Key Skybox employees are expected to remain with the company post-close. Ownership of Skybox technology, and access to its satellites, will remain in the hands of a U.S. company, and Skybox jobs will stay in the U.S. Skybox, moreover, will gain access to Google’s engineering talent, financial resources, and computing infrastructure to help the Skybox team. Google also will remove administrative burdens, including HR, finance, and legal work, from Skybox, allowing the Skybox team to focus on developing its technology. Google’s participation in the provision of satellite imagery thus will promote competition, without any anticompetitive effects. Skybox’s satellites also will provide Google with imagery to be used to improve its Google Maps product. For these reasons, applicants respectfully submit that this transaction is in the public interest. 1

FCC Form 312 Transfer of Control Exhibit E (Item A20) Transferor/Licensee: Skybox Imaging, Inc. Transferee: Google Inc. OWNERSHIP EXHIBIT As discussed in the Description of Transaction and Public Interest Statement Exhibits, upon consummation of the proposed transaction, Skybox Imaging, Inc. (“Skybox”) will become a wholly-owned subsidiary of Google Inc. (“Google”). The following individuals currently hold a ten percent (10%) or greater voting interest in Google. The address for both individuals is 1600 Amphitheatre Parkway, Mountain View, CA 94043: (1) Name: Larry Page Citizenship: U.S. Interest Held: Approximately 28.1% of voting rights (2) Name: Sergey Brin Citizenship: U.S. Interest Held: Approximately 27.6% of voting rights Other than Messrs. Page and Brin, there are no other individuals or entities who directly or indirectly own 10% or more of Google’s equity or voting rights and thus will own 10% or more of Skybox’s equity or voting rights post-close. The following individuals are directors or officers of Google. The address for all officers and directors is 1600 Amphitheatre Parkway, Mountain View, CA 94043: Officers (1) Larry Page, CEO / Co-founder / Director (2) Eric E. Schmidt, Executive Chairman / Director (3) Sergey Brin, Co-founder / Director (4) Nikesh Arora, Senior Vice President and Chief Business Officer (5) David C. Drummond, Senior Vice President, Corporate Development and Chief Legal Officer (6) Patrick Pichette, Senior Vice President and Chief Financial Officer Board of Directors (1) Larry Page (2) Eric E. Schmidt, Executive Chairman (3) Sergey Brin (4) L. John Doerr (5) Diane B. Greene (6) John L. Hennessy, Lead Independent Director (7) Ann Mather (8) Paul S. Otellini

FCC Form 312 Transfer of Control Exhibit E (Item A20) Transferor/Licensee: Skybox Imaging, Inc. Transferee: Google Inc. (9) K. Ram Shriram (10) Shirley M. Tilghman

Skybox Imaging Post-Acquisition Ownership and Control Structure Other Google Shareholders (No individual or entity holds 10% or more of the voting rights or equity interests) Approx. 44.3% Voting Rights Larry Page Sergey Brin Approx. 28.1% Voting Rights Approx. 27.6% Voting Rights Google Inc. 100% Voting Rights and Equity Skybox Imaging, Inc. (Licensee) 1


Document Created: 2014-06-13 20:16:05
Document Modified: 2014-06-13 20:16:05
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