THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.01

GOOGLE INC.

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

May 31, 2002

TABLE OF CONTENTS

GOOGLE INC.

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This Third Amended and Restated Investor Rights Agreement (the “ Agreement ”) is made as of May 31, 2002 by and among Google Inc., a California corporation (the “ Company ”), the persons listed on the Schedule of Investors attached hereto as Exhibit A (collectively the “ Investors ” and individually an “ Investor ”) and America Online, Inc., a Delaware corporation (the “ Series D Warrant Holder ”).

RECITALS

A. The Company is a party to that certain Second Amended and Restated Investor Rights Agreement dated as of September 6, 2000, as subsequently amended (the “ Prior Agreement ”) by and among the Company, the holder of a warrant to purchase Common Stock of the Company (the “ Common Warrant Holder ”); certain holders of the Company’s Series A Preferred Stock (the “ Series A Parties ”); certain holders of the Company’s Series B Preferred Stock and certain holders of the Company’s warrants to purchase Series B Preferred Stock (the “ Series B Parties ”); and certain holders of the Company Series C Preferred Stock and certain holders of the Company’s warrants to purchase Series C Preferred Stock (the “ Series C Parties ”).

B. The Company is selling a warrant to purchase shares of its Series D Preferred Stock pursuant to that certain Series D Preferred Stock Warrant dated as of June 3, 2002 (the “ Series D Warrant ”) to the Series D Warrant Holder, which Series D Warrant provides, among other things, that the Company and the Investors shall have entered into this Agreement in order that the Investors be afforded certain registration and information rights with respect to the Preferred Stock.

C. In further consideration of the Company’s sale and the Series D Warrant Holder’s purchase of the Series D Warrant, the several parties hereto wish to grant to the Series D Warrant Holder the several rights set forth herein and to observe the several obligations set forth herein.

E. The Company, the Common Warrant Holder, the Series A Parties, the Series B Parties and the Series C Parties desire to amend and restate the Prior Agreement to include the Series D Warrant Holder as a party hereto, and the Series D Warrant Holder desires to execute this Agreement so as to become a party to the Prior Agreement, as amended and restated hereby.

F. As set forth in Section 6.7 below, upon the execution of this Agreement by (i) the Company and (ii) a majority in interest of the Common Warrant Holder, the Series A Parties, the Series B Parties and the Series C Parties, voting together, the Prior Agreement is amended and restated in its entirety.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1

Definitions

As used in this Agreement, the following terms shall have the following respective meanings:

1.1 “ ARE Common Shares ” shall mean those shares of Company Common Stock issued or issuable upon the exercise of a warrant held by Alexandria Real Estate Equities, L.P. (“ ARE ”).

1.2 “ Commission ” shall mean the Securities and Exchange Commission or any other U. S. federal agency at the time administering the Securities Act.

1.3 “ Common Stock ” shall mean shares of the Company’s Common Stock, no par value.

1.4 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

1.5 “ Heller Financial Common Shares ” shall mean those shares of Company Common Stock issued or issuable upon conversion of shares of Series C Preferred Stock as may be issued to Heller Financial Leasing, Inc., a Delaware corporation (“ Heller ”) upon exercise of those certain warrants issued to Heller dated June 28, 2001, August 1, 2001, December 27, 2001 and March 29, 2002 (or any shares of Company Common Stock issued upon exercise of such warrants).

1.6 “ Holder or Holders ” shall mean each of the Investors listed on Exhibit A (and their transferees as permitted by Section 3.10) holding Registrable Securities.

1.7 “ Initiating Holders ” shall mean Holders who in the aggregate hold greater than forty percent (40%) of the Registrable Securities. ” Other Holders ” shall mean holders of Company securities, other than the Holders, proposing to distribute their securities pursuant to a registration under Section 3 of this Agreement.

1.8 “ 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 Common Stock issued or issuable 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 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

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Stock, the Series D Warrant Holder Common Shares, the Heller Financial Common Shares and the ARE Common Shares, 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.

1.9 The terms “ register ,” “ registered ” and “ registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. ” Registration Expenses ” shall mean all expenses, except as otherwise stated below, incurred by the Company in complying with Sections 3.1, 3.2 and 3.3 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company (and fees and disbursements of one special counsel for Holders, if any), accounting fees, blue sky fees and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

1.10 “ Securities Act ” shall mean the Securities Act of 1933, as amended, or any similar United States federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

1.11 “ Selling Expenses ” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders.

1.12 “ Series D Warrant Holder Common Shares ” shall mean those shares of Company Common Stock issued or issuable upon conversion of shares of Series D Preferred Stock as have been issued to Series D Warrant Holder upon exercise of the Series D Warrant (or any Company Common Stock issued upon exercise of the Series D Warrant).

SECTION 2

Information Rights

2.1 Financial Information . The Company will provide each Investor the following reports for so long as the Investor is a holder of not less than 500,000 shares of Registrable Securities (as equitably adjusted for any stock splits, stock dividends, combinations or recapitalizations occurring after the date hereof) (each, a “ Recapitalization ”)), including for purposes of this Section 2 any such Registrable Securities which have been transferred to a constituent partner of an Investor:

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(a) As soon as practicable after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter, audited balance sheets of the Company as of the end of such fiscal year, and audited statements of income, shareholders’ equity and cash flows of the Company for such year, prepared and certified by an independent public accounting firm of nationally recognized standing.

(b) As soon as practicable after the end of each month and fiscal quarter, and in any event within thirty (30) days and forty-five (45) days, respectively, thereafter, a balance sheet of the Company as of the end of each such period, statements of income, statements of changes in financial condition, a statement of cash flow of the Company and a statement of shareholders’ equity for such period and for the current fiscal year to date, and setting forth in each case in comparative form the figures for corresponding periods in the previous fiscal year, and setting forth in comparative form the budgeted figures, prepared in accordance with generally accepted accounting principles (other than for accompanying notes), applied on a consistent basis, subject to changes resulting from normal year-end adjustments, all in reasonable detail and signed by the principal financial or accounting officer of the Company.

(c) As soon as practicable, but in any event thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, an updated list of all shareholders of the Company that includes the name of each shareholder and the number and class of shares held by each shareholder, and, as soon as prepared, any other budgets or revised budgets prepared by the Company. and

(d) Such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Investor or any assignee of the Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated to provide information which it deems in good faith to be proprietary.

2.2 Inspection Rights . The Company shall permit each Investor holding not less than 500,000 shares of Registrable Securities (as equitably adjusted for Recapitalizations), at such Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by such Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

2.3 Qualified Small Business Stock Status . In the event that the Company proposes to take an action or engage in a transaction that would reasonably be expected to result in the shares of the Company’s Series A, Series B or Series C Preferred Stock no longer being “qualified small business stock” within the meaning of Section 1202(c) of the Internal Revenue Code of 1986, as amended (the “ Code ”), the Company shall notify the Investors and consult in good faith to devise a mutually agreeable and reasonable alternative course of action or transaction structure that would preserve such status. In addition, the Company shall submit to the Investors and to the Internal Revenue Service any reports that may be required under Section 1202(d)(1)(C) of the Code and any related Treasury Regulations. In addition, within ten (10) days after any Investor has delivered to the Company a written request therefor, the Company shall deliver to such Investor a written statement informing the Investor whether, in the Company’s good faith judgment after a reasonable

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investigation, such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code. The Company’s obligation to furnish a written statement pursuant to this Section 2.3 shall continue notwithstanding the fact that a class of the Company’s stock may be traded on an established securities market.

2.4 Assignment of Rights . The rights granted pursuant to Section 2.1, 2.2 and 2.3 may be assigned or otherwise conveyed by an Investor to a constituent partner or affiliate of an Investor or to a transferee who acquires at least 500,000 shares of Registrable Securities (as equitably adjusted for Recapitalizations). Notwithstanding the foregoing, the rights granted pursuant to Section 2.1, 2.2 and 2.3 may not be assigned or otherwise conveyed to a competitor of the Company, as reasonably determined by the Board of Directors of the Company excluding any director with an interest in such transferee. The transferor shall provide the Company with written notice of any assignment or conveyance of the rights granted pursuant to Section 2.1, 2.2 and 2.3.

2.5 Termination . The provisions of Sections 2.1, 2.2 and 4, including information rights and miscellaneous covenants, shall terminate upon the closing of a firmly underwritten public offering for any securities of the Company.

SECTION 3

Registration Rights

3.1 Requested Registration .

(a) Request for Registration . In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to not less than forty percent (40%) of the Registrable Securities then outstanding the Company will:

(i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and

(ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company;

Provided, however , that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3.1:

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(A) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(B) Prior to the earlier to occur of (i) six (6) months after the effective date of the Company’s first registered public offering of its Common Stock or (ii) May 26, 2003;

(C) During the period starting with the date sixty (60) days prior to the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of the Company sold by the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

(D) After the Company has effected two (2) registrations pursuant to this Section 3.1, and such registrations have been declared or ordered effective, provided that all Registrable Securities requested to be included in each such registration(s) were in fact included in the registration;

(E) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company’s obligation to use its best efforts to register, qualify or comply under this Section 4 shall be deferred for a period not to exceed ninety (90) days from the date of receipt of written request from the Initiating Holders, provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period; or

Subject to the foregoing clauses (A) through (E), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders.

(b) Underwriting . In the event that a registration pursuant to Section 3.1 is for a registered public offering involving an underwriting, the Initiating Holders will so advise the Company as part of the written request given by such Initiating Holders pursuant to Section 3.1(a), and the Company shall in turn advise the Holders as part of the notice given pursuant to Section 3.1(a)(i). In such event, the right of any Holder to registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in the underwriting arrangements required by this Section 3.1, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein.

The Company shall (together with all Holders proposing to distribute their securities through such underwriting and the Other Holders, if any) enter into an underwriting agreement in customary form with the managing underwriter(s) selected for such underwriting by the majority in interest of the Initiating Holders, but subject to the reasonable approval of the Company. Notwithstanding any other provision of this Section 3.1, if the managing underwriter advises the

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Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders and Other Holders, and the number of shares that may be included in the registration and underwriting shall be allocated first among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement and second among the Other Holders in proportion to the number of shares proposed to be included in such registration by such Other Holders. No shares proposed to be included in such registration by any of the Other Holders shall be included in such registration unless all shares requested to be included by the Initiating Holders are included in such registration. No Registrable Securities or other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any holder to the nearest one hundred (100) shares.

If any Holder of Registrable Securities or Other Holder disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration.

3.2 Company Registration .

(a) Notice of Registration . If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans or (ii) a registration relating solely to a Commission Rule 145 transaction, the Company will:

(i) promptly give to each Holder written notice thereof; and

(ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made, within twenty (20) days after receipt of such written notice from the Company, by any Holder.

(b) Underwriting . If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice