Amendment to Fifth Amended and Restated Investors' Rights Agreement



 Exhibit 4.1 
 TESLA MOTORS, INC. 
 AMENDMENT TO 

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of
November 2, 2010 by and among Tesla Motors, Inc., a Delaware corporation (the “Company”) and certain other holders of the Company’s capital stock (the “Stockholders”), and Panasonic Corporation, acting
through Energy Company, a Japanese corporation (“Panasonic”). Capitalized terms not defined herein have the meanings set forth in that certain Fifth Amended and Restated Investors’ Rights Agreement, dated as of August 31,
2009, as amended (the “Rights Agreement”). 
 RECITALS 

WHEREAS, the Company and the Stockholders previously entered into the Rights Agreement; 

WHEREAS, Sections 2, 3.2, 3.3, 3.5 and 4.1 of the Rights Agreement automatically terminated upon the consummation of the Company’s
initial public offering; 
 WHEREAS, the Company is entering into a Common Stock Purchase Agreement with Panasonic dated as of
even date herewith (the “Purchase Agreement”) pursuant to which Panasonic will purchase shares of the Company’s common stock (the “Shares”); 

WHEREAS, the Company and the Stockholders now desire to amend the terms of the Rights Agreement as set forth herein to include the Shares
as Registrable Securities under the Rights Agreement solely for purposes of Sections 1, 5.1, 5.2, 5.3, 5.4, 5.5 and 5.6 of the Rights Agreement; 
 WHEREAS, pursuant to Section 5.2 of the Rights Agreement, the Rights Agreement may be amended with the written consent of the Company and the holders of at least two-thirds of the Registrable
Securities then outstanding; and 
 WHEREAS, the undersigned Stockholders collectively represent the holders of at least
two-thirds of the Registrable Securities outstanding as of the date hereof and wish to consent to the changes as set forth in this Amendment. 
 NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, all of the parties hereto mutually agree as
follows: 







 AGREEMENT 
 1. Amendment to Section 1.1(b). Section 1.1(b) of the Rights Agreement is hereby amended and restated in its entirety to read as follows: 

“(b) The term “Registrable Securities” means (i) the shares of Common Stock issuable or issued upon conversion
of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock, and the Series F Preferred Stock, (ii) shares of Common Stock
issuable upon conversion of the Series E Preferred Stock issued or issuable upon the conversion of warrants issued pursuant to that Secured Note and Warrant Purchase Agreement dated February 14, 2008, as amended, (iii) shares of
Common Stock issued or issuable upon the exercise of warrants issued to certain Series E Stockholders dated May 20, 2010, (iv) shares of Common Stock issued pursuant to the certain Stock Purchase Agreement by and between the Company and
Toyota Motor Corporation dated May 20, 2010, (v) shares of Common Stock issued pursuant to the certain Common Stock Purchase Agreement by and between the Company and Panasonic dated November 2, 2010 and (vi) any other shares of
Common Stock of the Company 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, the shares
listed in (i), (ii), (iii), (iv), (v) or (vi); provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his or her rights under this
Agreement are not assigned. Notwithstanding the foregoing, Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction;” 
 2. Consent to Add Party. Each of the undersigned hereby
consents to the addition of Panasonic as a “Holder” party to the Rights Agreement, as amended by this Amendment, solely for the purposes of Sections 1, 5.1, 5.2, 5.3., 5.4, 5.5 and 5.6 thereunder. 

3. Subordination of Registration Rights. Panasonic hereby acknowledges and agrees that the rights granted to it hereunder shall
not in any way reduce the amount of Registrable Securities that the United States Department of Energy (the “DOE”) is entitled to include in a registration filed pursuant to Section 1.2 of the Registration Rights Agreement by
and between the Company and the DOE dated January 20, 2010, as amended (the “DOE Rights Agreement”) and that any Registrable Securities held by Panasonic which Panasonic requests to include in any such registration may be cut
back or eliminated altogether as necessary to allow the DOE to include the full amount of Registrable Securities to which it is entitled pursuant to the DOE Rights Agreement. Panasonic further acknowledges and agrees that the rights granted to it
hereunder shall not permit Panasonic to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) of the DOE Rights Agreement or
within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 1.2 of the DOE Rights Agreement. 
 4. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with
the laws of the State of Delaware, without giving effect to principles of conflicts of law. 

  
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 5. Rights
Agreement. Wherever necessary, all other terms of the Rights Agreement are hereby amended to be consistent with the terms of this Amendment. Except as specifically set forth herein, the Rights Agreement shall remain in full force and effect

 6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 
 *  *  * 

  
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 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	TESLA MOTORS, INC.,
	a Delaware corporation
		
	By:	 	 /s/ Elon Musk

		 	Elon Musk,
		 	Chief Executive Officer









  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	ENERGY COMPANY, PANASONIC CORPORATION
		
	By:	 	 /s/ Naoto Noguchi

		 	Naoto Noguchi,
		 	President









  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	AL WAHADA CAPITAL INVESTMENT LLC
		
	By:	 	 /s/ Hisham Maharmeh

		 	Dr. Hisham Maharmeh



 

			
	 Address:

		
		 	Al Wahda Capital Investment LLC
		 	7th Floor, ADWEA Building
		 	6th Street
		 	Abu Dhabi
		 	United Arab Emirates









  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	BLACKSTAR INVESTCO LLC
		
	By:	 	/s/ Marco G. DeSanto
		 	 Marco G. DeSanto,

Secretary




			
		
	By:	 	/s/ Alexander Nediger
		 	 Alexander Nediger,

Assistant Secretary

	
	Address:
		
		 	 Blackstar Investco LLC
 c/o
Daimler North America Corporation
 One Mercedes Drive
 Montvale, NJ 07645
 Fax No.: (201) 573-2595

Attention: Dr. Thomas Laubert

	
	With a copy to:
		
		 	 Daimler AG
 Epplestr.
225
 70546 Stuttgart
 Fax No.: +49
(711) 17-91577
 Attention: Alexander Nediger

	
	With a copy to:
		
		 	 Hughes Hubbard & Reed LLP
 One Battery Park Plaza
 New York, NY 10004
 Fax No.: (212) 422-4726
 Attention: Kenneth A. Lefkowitz










  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	DRAPER FISHER JURVETSON FUND VIII, L.P.
		
	By:	 	 /s/ John
Fisher




			
	Name:	 	John Fisher
	Title:	 	Managing Director



 

			
	DRAPER FISHER JURVETSON PARTNERS VIII, LLC
		
	By:	 	 /s/ John
Fisher




			
	Name:	 	John Fisher
	Title:	 	Managing Member


  


			
	DRAPER ASSOCIATES, L.P.
		
	By:	 	 /s/ Timothy C.
Draper




			
	Name:	 	Timothy C. Draper
	Title:	 	General Partner









  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	DRAPER FISHER JURVETSON GROWTH FUND 2006, L.P.
		
	By:	 	Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.
	Its:	 	General Partner
		
	By:	 	DFJ Growth Fund 2006, Ltd.
	Its:	 	General Partner
		
	By:	 	 /s/ Mark W. Bailey

		 	Mark W. Bailey,
		 	Director
	
	DRAPER FISHER JURVETSON PARTNERS GROWTH FUND 2006, LLC
		
	By:	 	 /s/ Mark W. Bailey

		 	Mark W. Bailey,
		 	Authorized Member









  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	ELON MUSK REVOCABLE TRUST DATED JULY 22,
2003
		
	By:	 	 /s/ Elon Musk

		 	Elon Musk,
		 	Trustee









  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	TECHNOLOGY PARTNERS FUND VIII, LP
		
	By:	 	TP Management VIII, LLC



 

			
	By:	 	 /s/ Ira Ehrenpreis

		
	Name:	 	 Ira Ehrenpreis

		
	Title:	 	 Managing Member










  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	VALOR EQUITY PARTNERS, LP
		
	By:	 	Valor Equity Management, LLC
	Its:	 	General Partner
		
	By:	 	Valor Management Corp.
	Its:	 	Managing Member
		
	By:	 	 /s/ Antonio J. Gracias

		 	Antonio J. Gracias,
		 	Chief Executive Officer
	
	VALOR VC, LLC
		
	By:	 	 /s/ Antonio J. Gracias

		 	Antonio J. Gracias,
		 	Managing Member
	
	VEP TESLA HOLDINGS, LLC
		
	By:	 	 /s/ Antonio J. Gracias

		 	Antonio J. Gracias,
		 	Chief Executive Officer









  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	BAY AREA EQUITY FUND I, L.P.
		
	By:	 	Bay Area Equity Fund Managers I, L.L.C.
		 	Its: General Partner
		
	By:	 	DBL Investors L.L.C.
	Its:	 	Managing Member
		
	By:	 	 /s/ Nancy E.
Pfund




			
		
	Name:	 	 Nancy E. Pfund

		
	Title:	 	 Managing Member










  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	PACIFIC SEQUOIA HOLDINGS LLC
		
	By:	 	 /s/ John Jonson

		 	John Jonson,
		 	Manager
	
	THE SKOLL FOUNDATION
		
	By:	 	 /s/ John Jonson

		 	John Jonson,
		 	Manager
	
	THE SKOLL FUND
		
	By:	 	 /s/ John Jonson

		 	John Jonson,
		 	Manager









  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	COMPASS VENTURE PARTNERS II, L.P.
		
	By:	 	Compass Venture Management II, LLC
	Its:	 	General Partner


  


					
	By:	 		 	 /s/ David G. Arscott

		 		 	David G. Arscott,
		 		 	Managing Director









  
 IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written. 
  

			
	JASPER HOLDINGS, LLC
		
	By:	 	 /s/ Kimbal Musk

		 	Kimbal Musk









  
 IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the date first above written. 
  

			
	WESTLY CAPITAL PARTNERS, L.P.
		
	By:	 	 /s/ Steve Westly

		 	Steve Westly,
		 	Managing Partner