Amend. to Fifth Amended and Restated Investors' Rights Agreement



 Exhibit 4.2A 

TESLA MOTORS, INC. 

AMENDMENT TO 

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS AMENDMENT (this “Amendment”) to that certain Fifth Amended and Restated Investors’ Rights Agreement, dated as
of August 31, 2009 (the “Rights Agreement”), by and among Tesla Motors, Inc., a Delaware corporation (the “Company”), and the Series A stockholders listed on Exhibit A thereto (the “Series A
Stockholders”), the Series B stockholders listed on Exhibit B thereto (the “Series B Stockholders”), the Series C stockholders listed on Exhibit C thereto (the “Series C Stockholders”), the Series D
stockholders listed on Exhibit D thereto (the “Series D Stockholders”), the Series E stockholders listed on Exhibit E thereto (the “Series E Stockholders”) and the Series F stockholders listed on Exhibit F thereto
(the “Series F Stockholders”), is entered into effective as of May 20, 2010 (the “Effective Date”). Capitalized terms not defined herein have the meanings set forth in the Rights Agreement. 

RECITALS 

WHEREAS, the Company, the Series A Stockholders, the Series B Stockholders, the Series C Stockholders, the Series D Stockholders, the
Series E Stockholders and the Series F Stockholders previously entered into the Rights Agreement; 
 WHEREAS, the Company has
issued additional warrants exercisable for up to an aggregate of 300,000 shares of the Company’s common stock to certain of the Series E Stockholders (the “Additional Warrants”); 

WHEREAS, the Company, the Series A Stockholders, the Series B Stockholders, the Series C Stockholders, the Series D Stockholders, the
Series E Stockholders and the Series F Stockholders now desire to amend the terms of the Rights Agreement as set forth herein to include the shares issuable upon exercise of the Additional Warrants as Registrable Securities under 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 collectively represent the holders of at least two-thirds of the Registrable Securities outstanding as of the
Effective Date 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 and (iv) 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) or (iii);
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 Amendment of Registration Rights Agreement. Each of the undersigned Stockholders hereby acknowledges and consents to
that certain Amendment to the Registration Rights Agreement dated on or about May 20, 2010 pursuant to which a new warrant issued to the United States Department of Energy to purchase up to 15,300 shares of the Company’s common stock
(which warrant was issued as a result of the Additional Warrants issued to the Series E Stockholders) will be deemed “Registrable Securities” under the Registration Rights Agreement. 

3. 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. 

4. 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. 

5. 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


  

 [Signature Page to Amendment to Investors’ Rights Agreement of Tesla Motors,
Inc.] 








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

			
	 BLACKSTAR INVESTCO LLC

		
	By:	 	 /s/ Ruben Simmons, Jr.

		 	Ruben Simmons, Jr.,
		 	President
		
	By:	 	 /s/ Alexander Nediger

		 	Alexander Nediger,
		 	 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


  

 [Signature Page to Amendment to Investors’ Rights Agreement of Tesla Motors,
Inc.] 








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

			
	 AL WAHADA CAPITAL INVESTMENT
LLC

		
	By:	 	 /s/ H. E. Ahmed Saif Al Darmaki

		 	H. E. Ahmed Saif Al Darmaki,
		 	General Manager
	
	Address:
		
		 	Al Wahda Capital Investment LLC
		 	7th Floor, ADWEA Building
		 	6th Street
		 	Abu Dhabi
		 	United Arab Emirates


  

 [Signature Page to Amendment to Investors’ Rights Agreement of Tesla Motors,
Inc.] 








 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


  

 [Signature Page to Amendment to Investors’ Rights Agreement of Tesla Motors,
Inc.] 








 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


  

 [Signature Page to Amendment to Investors’ Rights Agreement of Tesla Motors,
Inc.] 








 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


  

 [Signature Page to Amendment to Investors’ Rights Agreement of Tesla Motors,
Inc.] 








 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




 

 [Signature Page to Amendment to Investors’ Rights Agreement of Tesla Motors,
Inc.] 








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

			
	 INVESTOR:

	
	 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


  

 [Signature Page to Amendment to Investors’ Rights Agreement of Tesla Motors,
Inc.] 








 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 Pfund

		
	Name:	 	 Nancy Pfund

		
	Title:	 	 Managing Member




 

 [Signature Page to Amendment to Investors’ Rights Agreement of Tesla Motors,
Inc.] 








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

			
	 JASPER HOLDINGS, LLC

		
	By:	 	 /s/ Kimbal Musk

		
	Name:	 	 Kimbal Musk

		
	Title:	 	  



  

 [Signature Page to Amendment to Investors’ Rights Agreement of Tesla Motors,
Inc.]