Amendment to Third Amended and Restated Investor Rights Agreement

Exhibit 4.01.1

Amendment to Third Amended and Restated Investor Rights Agreement

This Amendment No. 1 (the “Amendment”) to the Third Amended and Restated Investor Rights Agreement dated as of May 31, 2002 (the “Rights Agreement”) is made and entered into as of August     , 2004 pursuant to Section 6.2 of the Rights Agreement by and among Google Inc., a Delaware corporation, the Investors (as defined in the Rights Agreement), and the other parties to the Rights Agreement. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.

Recitals

WHEREAS, Section 6.2 of the Rights Agreement permits amendment of the Rights Agreement, and waiver of rights under the Rights Agreement, upon written consent of the Company and Investors holding at least a majority of the outstanding shares of Registrable Securities;

WHEREAS, the Company proposes to complete an underwritten public offering (the “Public Offering”) of shares (the “Shares”) of the Class A common stock, $0.001 par value, of the Company (the “Class A Common Stock” and, together with the Company’s Class B common stock, $0.001 par value, the “Common Stock”), which Public Offering shall be registered on a registration statement filed with the Securities and Exchange Commission (the “Registration Statement”).

WHEREAS, in order to facilitate the Offering, the Company and Investors holding a majority of Registrable Securities desire to amend Sections 1.8 and 3.12 of the Rights Agreement and waive other rights and obligations as provided herein.

Agreement

NOW, THEREFORE, the parties hereto hereby agree as follows, upon the execution hereof by the Company and the Investors holding a majority of the Registrable Securities:

1. Amendment of Section 1.8. Effective upon the earlier of the expiration or exercise in full of the underwriters’ over-allotment option in the Public Offering, Section 1.8 of the Rights Agreement is hereby amended in its entirety to be replaced by the following:

(a) ““Registrable Securities” shall mean (i) the Series D Warrant Holder Common Shares; (ii) the Heller Financial Common Shares; provided, however, that the Heller Financial Common Shares shall be excluded from the definition of Registrable Securities for the purposes of Sections 1.7, 3.1 and 3.3; (iii) the ARE Common Shares; (iv) shares of Class A common stock issued or issuable (directly or indirectly) pursuant to the conversion of the Company’s Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, including shares of any series of Preferred Stock of the Company issued upon the exercise of any outstanding warrant or other security

exercisable for shares of Preferred Stock, if the issuance of such security was approved by the Company’s Board of Directors; provided, however, that any such shares relating to the Heller Financial Warrant shall be excluded from the definition of Registrable Securities for the purposes of Sections 1.7, 3.1 and 3.3; (v) any Class A common stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, the Series D Warrant Holder Common Shares, the Heller Financial Common Shares and the ARE Common Shares; and (vi) shares of Class A common stock of the Company issued pursuant to that certain Confidential Settlement Agreement and Release among the Company and Yahoo Inc., dated August 9, 2004, which are not sold to the public in the Public Offering pursuant to the registration statement applicable to the Public Offering; excluding in all cases, however, any Registrable Securities that have been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction or which have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned, and provided in all cases that such shares relating to the Heller Financial Warrant shall be excluded from the definition of Registrable Securities for the purposes of Sections 1.7, 3.1 and 3.3.”

2. Amendment of Section 3.12. Section 3.12 of the Rights Agreement is hereby amended in its entirety to be replaced by the following:

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3. Company Reliance. Each Holder understands that the Company is relying upon this agreement in proceeding toward consummation of the Public Offering. Each Holder further understands that this agreement is irrevocable and is binding upon the Holder’s heirs, legal representatives, successors and assigns.

4. No Obligation to Complete Offering. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an underwriting agreement, the terms of which are subject to negotiation between the Company and the underwriters of the Public Offering.

5. No Additional Rights. The terms of this letter agreement shall not change any vesting provisions, rights of repurchase in favor of the Company or rights of first refusal that apply to shares of the Company’s capital stock held by the Holder.

6. Waiver of Rights to Sell in Offering. Each Holder hereby waives any and all rights to sell capital stock of the Company in the Public Offering, or otherwise to require the Company to register shares in connection with the registration statement to which the Prospectus relates, and all rights to notice and waiting periods related thereto. The parties acknowledge that, subject to the completion and return by a Holder of selling stockholder documents in customary form at least one business day prior to the effective date of the Registration Statement, the Company agrees to register shares as part of the Public Offering on behalf of each Holder as described in the Registration Statement filed with the Securities and Exchange Commission on August 9, 2004 (the “August 9, 2004 Registration Statement”); provided, however, that the Company may reduce the number of shares proposed to be offered by any Holder if market conditions warrant, with any such reduction to be applied ratably to each Holder (and to any other selling stockholder in the Public Offering that is an employee of the Company) based on the number of shares proposed to be offered for sale by such Holder (and such other selling stockholder) as described in the August 9, 2004 Registration Statement. The foregoing sentence does not apply to shares of Class A common stock of the Company that are not Registrable Securities as of the date of this letter agreement, unless such shares are held by an employee of the Company. This Section 6 shall terminate in the event that the pricing of the Public Offering does not occur before September 15, 2004.

7. Governing Law. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of California.

8. No Further Modifications. Except as expressly set forth in this Amendment, the Rights Agreement shall continue in full force and effect in accordance with its terms.

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9. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of California, without reference to the conflict of laws provisions thereof.

Remainder of Page Intentionally Blank

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IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT to be executed as of the date first above written.

[Sig Page — Amend. No. 1 to Third Amended and Restated Investor Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT to be executed as of the date first above written.

[Sig Page — Amend. No. 1 to Third Amended and Restated Investor Rights Agreement]

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