Exhibit 4.2.1



 Exhibit 4.2.1 

AMENDMENT NO. 1 TO THE 

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT 

THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (“Amendment”) is made as of November 6, 2015, by
and among Truck Hero, Inc. (f/k/a TA THI Parent, Inc.) (“Company”) and the stockholders named therein (the “Stockholders”). Unless otherwise indicated herein, words and terms which are defined in the Stockholders
Agreement (as defined below) shall have the same meaning where used herein. 
 R E C I T A L S 

WHEREAS, the Company and the Stockholders entered into that certain Amended and Restated Stockholders Agreement dated April 21,
2015 (the “Stockholders Agreement”); 
 WHEREAS, the Company and the Stockholders desire to amend Sections 7, 8, 9.2
and 10.1 of the Stockholders Agreement such that those sections shall expire on the consummation of the Company’s initial public offering; 

WHEREAS, pursuant to Section 11.2 of the Stockholders Agreement, Sections 7, 8, 9.2 and 10.1 of the Stockholders Agreement may be
amended with written consent of: (i) the Controlling Sponsors, (ii) the Rollover Investor, (iii) GE Investor, (iv) Ares Investor, (v) ACAS Investor and (vi) the Majority Holders; and 

WHEREAS, the undersigned Stockholders represent the Controlling Sponsors, Rollover Investor, GE Investor, Ares Investor, ACAS Investor
and the Majority Holders. 
 NOW, THEREFORE, in consideration of the promises and conditions contained herein, the parties hereby
agree as follows: 
 1. Amendment to Section 7. The following section is hereby added to Section 7 of the Stockholders
Agreement: 
 “7.3 Period. The foregoing provisions of this Section 7 shall expire on the
consummation of the Initial Public Offering.” 
 2. Amendment to Section 8. The following section is hereby added to
Section 8 of the Stockholders Agreement: 
 “8.4 Period. The foregoing provisions of this
Section 8 shall expire on the consummation of the Initial Public Offering.” 
 3. Amendment to Section 9.2. The
following sentence is hereby added to the end of Section 9.2 of the Stockholders Agreement: 
 “The foregoing provisions of this
Section 9.2 shall expire on the consummation of the Initial Public Offering.” 







 4. Amendment to Section 10.1. The following sentence is hereby added to the end of
Section 10.1 of the Stockholders Agreement: 
 “The foregoing provisions of this Section 10.1 shall expire on the
consummation of the Initial Public Offering.” 
 5. Continued Validity of the Stockholders Agreement. Except as specifically
amended hereby, the Stockholders Agreement shall continue in full force and effect as originally constituted and is ratified and affirmed by the parties hereto. 

6. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Amendment shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties. 
 7. Governing Law. This Amendment shall be governed by and
construed under the laws of the State of Delaware. 
 8. 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. 
 [Remainder of page
intentionally left blank] 

  
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 IN WITNESS WHEREOF, each of the parties has executed
this Amendment No. 1 to Stockholders Agreement as of the day and year first above written. 
  

			
	COMPANY:
	
	TRUCK HERO, INC.
		
	By:	 	 /s/ William Reminder

	Name: William Reminder
	Title: CEO



  
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 IN WITNESS WHEREOF, each of the parties has executed
this Amendment No. 1 to Stockholders Agreement as of the day and year first above written. 
  

			
	THE SPONSORS:
	
	TA XI, L.P.
	
	By: TA Associates XI GP, L.P.
	Its General Partner
	
	By: TA Associates, L.P.
	Its General Partner
		
	By:	 	 /s/ Michael S. Berk

		 	Name: Michael S. Berk
		 	Title: Managing Director


  

			
	TA INVESTORS IV, L.P.
		
	By:	 	TA Associates, L.P.
		 	Its General Partner
		
	    By:	 	 /s/ Michael S. Berk

	    Name: Michael S. Berk
	    Title: Managing Director



  
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 IN WITNESS WHEREOF, each of the parties has executed
this Amendment No. 1 to Stockholders Agreement as of the day and year first above written. 
  

			
	THE SPONSORS:
	
	TA ATLANTIC AND PACIFIC VII-B L.P.
		
	By:	 	TA Associates AP VII GP, L.P.
		 	Its General Partner
		
	By:	 	TA Associates, L.P.
		 	Its General Partner
		
	By:	 	 /s/ Michael S. Berk

	Name:	 	Michael S. Berk
	Title:	 	Managing Director
	
	TA ATLANTIC AND PACIFIC VII-A L.P.
		
	By:	 	TA Associates AP VII GP, L.P.
		 	Its General Partner
		
	By:	 	TA Associates, L.P.
		 	Its General Partner
		
	By:	 	 /s/ Michael S. Berk

	Name:	 	Michael S. Berk
	Title:	 	Managing Director


 SIGNATURE PAGE TO TRUCKHERO, INC. 

AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT 







 IN WITNESS WHEREOF, each of the parties has executed
this Amendment No. 1 to Stockholders Agreement as of the day and year first above written. 
  

			
	ROLLOVER INVESTOR:
	
	KINDERHOOK CAPITAL FUND II, L.P.
		
	    By:	 	Kinderhook Capital Fund II GP, LLC,
		
		 	its General Partner
		
	    By:	 	 /s/ Thomas Tuttle

		
	    Name:	 	 Thomas Tuttle

		
	    Title:	 	 Managing Director



 SIGNATURE PAGE TO TRUCKHERO, INC. 

AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT 







 IN WITNESS WHEREOF, each of the parties has executed
this Amendment No. 1 to Stockholders Agreement as of the day and year first above written. 
  

			
	 GE INVESTOR:

	
	 ANTARES HOLDINGS, LP

		
	     By:
	 	Arena Holdings GP Inc, General Partner
		
	     Signature:
	 	 /s/ Brad Mashinter

	    Name: Brad Mashinter
	    Title: Duly Authorized Signator
	
	 ANTARES CAPITAL 2, LP

		
	     By:
	 	 /s/ Devasena Vallabhaneni

	    Name: Devasena Vallabhaneni
	    Title: Duly Authorized Signatory


 SIGNATURE PAGE TO TRUCKHERO, INC. 

AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT 







 IN WITNESS WHEREOF, each of the parties has executed
this Amendment No. 1 to Stockholders Agreement as of the day and year first above written. 
  

			
	ACAS INVESTOR:
	
	AMERICAN CAPITAL, LTD.
		
	    By:	 	 /s/ Ryan S. Brauns

		
	    Name:	 	 Ryan S. Brauns

		
	    Title:	 	 M.D. & S.V.P.



 SIGNATURE PAGE TO TRUCKHERO, INC. 

AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT 







 IN WITNESS WHEREOF, each of the parties has executed
this Amendment No. 1 to Stockholders Agreement as of the day and year first above written. 
  

			
	 ARES INVESTOR:

	
	ARES CAPITAL CORPORATION
		
	    By:	 	 /s/ Mitchell Goldstein

		
	    Name:	 	 Mitchell Goldstein

		
	    Title:	 	 Authorized Signatory



 SIGNATURE PAGE TO TRUCKHERO, INC. 

AMENDMENT NO. 1 TO THE STOCKHOLDERS AGREEMENT