Amendment No. 1 to the Warrant Agreement



 Exhibit 4.01.1 
 AMENDMENT NO. 1 TO WARRANT AGREEMENT 
 THIS AMENDMENT NO. 1 (“Amendment”) to the
Warrant Agreement dated as of April 20, 2007 among Google Inc. (“Google”), Citigroup Global Markets Inc., as Warrant Agent, and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Management
LLC, and UBS AG, London Branch, as Warrantholders (the “Warrant Agreement”) is made and entered into as of July 20, 2007. 
 W I T N E S S E T H : 
 WHEREAS, Google desires to amend the Warrant Agreement to add JPMorgan Chase Bank, National
Association, London Branch as Warrantholder under the Warrant Agreement; and 
 WHEREAS, pursuant to Amendment No. 1 to the Bidding
Rules Agreement and Amendment No. 1 to the Distribution Agreement, Google has appointed J.P. Morgan Securities Inc., an Affiliate of JPMorgan Chase Bank, National Association, London Branch, as a Bidder under the Bidding Rules Agreement and the
Distribution Agreement. 
 NOW, THEREFORE, the parties hereto agree as follows: 
 SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Warrant
Agreement has the meaning assigned to such term in the Warrant Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the Warrant Agreement shall, after this Amendment becomes effective, refer to the Warrant Agreement as amended hereby. 
 SECTION 2. Authorization of Additional Bidder. In accordance with Section 9.14(ii) of the Warrant Agreement, Google hereby adds JPMorgan
Chase Bank, National Association, London Branch as Warrantholder under the Warrant Agreement. 
 SECTION 3. Notices.
Section 9.16 of the Warrant Agreement is amended by adding at the end thereof the following: 
 If such notice or demand is to JPMorgan
Chase Bank, National Association, London Branch: 
  

			
	Address:	  	JPMorgan Chase Bank, National Association
		  	 277 Park Avenue
 9th Floor
 New York, NY 10172

		
	Attention:	  	Equity Derivatives Group

  

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	With a copy to:	  	
		
	Address:	  	 JPMorgan Chase Bank, National Association
 277 Park
Avenue
 11th Floor
 New York, NY 10172

	Attention:	  	Equity Derivatives Group – Marketing Support

 SECTION 4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York. 
 SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 SECTION 6. Effectiveness. This Amendment shall become effective as to JPMorgan Chase Bank, National Association, London Branch, on the date when Google, the Auction Manager and the Warrant Agent shall have received a counterpart
hereof signed by Google, JPMorgan Chase Bank, National Association, London Branch and the Warrant Agent. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	GOOGLE INC.
		
	By:	 	 /s/    DAVID DRUMMOND

	Name:	 	David Drummond
	Title:	 	Senior Vice President, Corporate Development and Chief Legal Officer


  

			
	 J.P. MORGAN SECURITIES INC.,
 as agent for JPMorgan Chase Bank, National
 Association, London Branch

		
	By:	 	 /s/    DAVID A. SEAMAN

	Name:	 	David A. Seaman
	Title:	 	Managing Director


  

			
	 CITIGROUP GLOBAL MARKETS INC.,
 as Warrant Agent

		
	By:	 	 /s/    PAUL A. GARBIS

	Name:	 	Paul A. Garbis
	Title:	 	Director, Client Delivery, Global Stock Plan Services


  

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