Amendment to Fifth Amended and Restated Investor's Rights Agreement



 Exhibit 4.2C 

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
June 14, 2010 by and among Tesla Motors, Inc., a Delaware corporation (the “Company”), certain of the Series A stockholders listed on Exhibit A thereto (the “Series A Stockholders”), certain of the Series B
stockholders listed on Exhibit B thereto (the “Series B Stockholders”), certain of the Series C stockholders listed on Exhibit C thereto (the “Series C Stockholders”), certain of the Series D stockholders listed on
Exhibit D thereto (the “Series D Stockholders”), certain of the Series E stockholders listed on Exhibit E thereto (the “Series E Stockholders”) and certain of the Series F stockholders listed on Exhibit F thereto
(the “Series F Stockholders”). 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, 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, 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 amend the
market stand-off provisions of the Rights Agreement with respect to the Company’s proposed initial public offering pursuant to a Registration Statement filed on Form S-1 (File No. 333-164593); 

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 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 1.14(a). Section 1.14(a) of the Rights Agreement is hereby amended and
restated in its entirety to read as follows: 
 “(a)         Market-Standoff
Period; Agreement.  
 (1)         In connection with the initial
public offering of the Company’s securities and upon request of the Company or the underwriters managing such offering of the Company’s securities, each Holder agrees not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities of the Company, however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such
period of time not to exceed one hundred eighty (180) days (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports
and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) from the effective date of
such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering. The foregoing
provisions of this Section 1.14(a)(1) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent
(1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the public offering of the Company’s securities are intended third-party beneficiaries of this Section 1.14(a)(1) and shall have the
right, power and authority to enforce the provisions hereof as though they were a party hereto. 
 (2)
        Notwithstanding the foregoing, in connection with an initial public offering declared effective pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-164593) initially
filed on January 29, 2010, as amended and as may be further amended, each Holder shall be bound by the provisions set forth in the lock-up letter attached hereto as Exhibit H hereto as if such Holder were the undersigned to such letter.
The foregoing provisions of this Section 1.14(a)(2) shall not apply to the sale of any Shares (as defined in Exhibit H) pursuant to the Underwriting Agreement (as defined in Exhibit H), and shall only be applicable to the Holders
if all officers, directors and greater than one percent (1%) stockholders of the Company (not otherwise deemed to have signed such agreement by virtue of this Section 1.14(a)(2)) enter into similar agreements. The underwriters in
connection with such initial public offering of the Company’s securities are intended third-party beneficiaries of this Section 1.14(a)(2) and shall have the right, power and authority to enforce the provisions hereof as though they were a
party hereto.” 
 2.     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 
  

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accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. 

3.     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 

4.     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,
		 	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


  

 [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. 
  

			
	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 E. Pfund
		
	Name:	 	 Nancy E. 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:	 	 Manager




 

 [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. 
  

			
	VPVP CLEAN TECH HOLDINGS 2004, L.L.C.
		
	By:	 	Series VPVP IV(Q)
	By:	 	Series VPVP IV
		
	By:	 	VantagePoint Venture Associates IV, L.L.C.
	Its:	 	Series Manager
		
	By:	 	/s/ Alan E. Salzman
	Name:	 	Alan E. Salzman
	Title:	 	Managing Member
	
	VANTAGEPOINT VENTURE PARTNERS IV
PRINCIPALS 
FUND, L.P.
		
	By:	 	VantagePoint Venture Associates IV, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Alan E. Salzman
	Name:	 	Alan E. Salzman
	Title:	 	Managing Member
	
	VANTAGEPOINT CLEANTECH PARTNERS, L.P.
		
	By:	 	VantagePoint CleanTech Associates
	Its:	 	General Partner
		
	By:	 	/s/ Alan E. Salzman
	Name:	 	Alan E. Salzman
	Title:	 	Managing Member


  

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








 EXHIBIT H 

Goldman, Sachs & Co. 
 Morgan
Stanley & Co. Incorporated 
 J.P. Morgan Securities Inc. 

c/o Goldman, Sachs & Co. 
 85 Broad
Street 
 New York, NY 10004 
  

	 	Re:	Tesla Motors, Inc. - Lock-Up Agreement 


Ladies and Gentlemen: 
 The
undersigned understands that you, as representatives (the “Representatives”), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the
“Underwriters”), with Tesla Motors, Inc., a Delaware corporation (the “Company”) and the stockholders of the Company named in Schedule II thereto (the “Underwriting Agreement”), providing for a public offering (the
“Public Offering”) of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). 

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that
represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership
within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or
which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates
to, or derives any significant part of its value from such Shares. 
 The initial Lock-Up Period will commence on the date of
this Lock-Up Agreement and continue for 180 days after the public offering date set forth on the final prospectus used to sell the Shares (the “Public Offering Date”) pursuant to the Underwriting Agreement; provided, however, that if
(1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it
will release earnings results during the 15-day period following the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of
release of the earnings results or the announcement of the material news or material event, as applicable, unless each of the Representatives waive, in writing, such extension; provided, however, that in no










 
event shall the Lock-Up Period be extended by more than 34 days following the last day of the initial Lock-Up Period. 

The undersigned hereby acknowledges that the Company has agreed in the Underwriting Agreement to provide written notice to the
undersigned of any event that would result in an extension of the Lock-Up Period pursuant to the previous paragraph (in accordance with Section 13 of the Underwriting Agreement) and agrees that any such notice properly delivered to the
undersigned will be deemed to have been given to, and received by, the undersigned. The undersigned hereby further agrees that, prior to engaging in any transaction prohibited by or subject to the terms of this Lock-Up Agreement, other than those
transactions expressly permitted below, during the period starting on the first day following the expiration of the initial Lock-Up Period to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice of
such proposed transaction to the Company, unless it has otherwise received written confirmation from the Company that the Lock-Up Period (as such may have been extended pursuant to the previous paragraph) has expired. 

Notwithstanding the foregoing, the undersigned may (a) transfer the Undersigned’s Shares (i) acquired in open market
transactions after the Public Offering Date, (ii) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (iii) to any trust for the direct or
indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve
a disposition for value, (iv) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (A) to another corporation, partnership limited liability company, trust or other business entity
that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (B) as part of a distribution without consideration by the undersigned to its stockholders, partners,
members, or other equity holders, provided that in the case of any transfer contemplated in (A) or (B) above, it shall be a condition to the transfer that each transferee executes an agreement stating that the transferee is receiving and
holding such capital stock subject to the provisions of this Lock-Up Agreement and there shall be no further transfer of such capital stock except in accordance with this Lock-Up Agreement, (v) by will or intestate succession upon the death of
the undersigned, provided that the transferee agrees to be bound in writing by the restrictions set forth herein, (vi) in connection with the “cashless” exercise of options to purchase shares of Common Stock for purposes of exercising
such options pursuant to employee benefit plans disclosed in the final prospectus used to sell the Shares, (vii) to the Company in connection with the payment of taxes due, (viii) to the Company in connection with the repurchase of shares
of Common Stock issued pursuant to employee benefit plans disclosed in the final prospectus used to sell the Shares or pursuant to the agreements pursuant to which such shares were issued, (ix) to a third party or group of third parties in
connection with any acquisition, sale or merger of the Company in which all of the stockholders of the Company are entitled to participate, or (x) with the prior written consent of each of the Representatives on behalf of the Underwriters, or
(b) enter into a written plan meeting the requirements of Rule 10b5-1 (a “10b5-1 Plan”) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), relating to the sale of securities of the Company,
provided that the securities subject to such plan may not be sold until after the expiration of the Lock-Up Period and provided further that the establishment of such plan will not result in any public filing or other public announcement of such
plan by the undersigned or the Company during the Lock-Up Period. Notwithstanding the immediately preceding clause (b), in the event that the Company completes a reorganization of its capital structure during the Lock-Up Period that causes the
undersigned to become a public filer under Section 13(d) of the Exchange Act, the undersigned shall not be prohibited from entering into a 10b5-1 Plan irrespective of any public filing that may be necessitated thereby, provided that no Shares
may be sold pursuant to 







 
such 10b5-1 Plan until after the expiration of the Lock-Up Period. In addition, with respect to clauses (a)(i) through (vii) above, it shall be a condition to such transfer that no filing
under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to above. For purposes of this Lock-Up
Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned now has, and, except as contemplated by clauses (a) or (b) above, for the duration of
this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with
the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions. This Lock-Up Agreement shall not apply to shares of Common Stock sold by the undersigned to
the Underwriters in the Public Offering. In addition, notwithstanding anything to the contrary in this Lock-Up Agreement, the undersigned may make any demand or request for or exercise any right with respect to the registration by the Company under
the Securities Act of 1933, as amended, of any shares of Common Stock (including the Undersigned’s Shares) or any securities convertible into or exercisable or exchangeable for such Common Stock; provided that the undersigned shall not transfer
the Undersigned’s Shares registered pursuant to exercise of any such right and no registration statement shall be filed with the SEC pursuant to such right during the Lock-Up Period except pursuant to the immediately preceding sentence.

 Notwithstanding anything to the contrary contained herein, this Lock-Up Agreement will automatically terminate and the
undersigned will be released from all of its obligations hereunder if (i) the closing of the Public Offering shall not have occurred on or before December 31, 2010, (ii) the Company files an application to withdraw the registration
statement related to the Public Offering, (iii) the Company deregisters all of the Shares covered by the registration statement related to the Public Offering, (iv) the Underwriting Agreement is executed but is terminated (other than the
provisions thereof which survive termination) prior to payment for and delivery of the Common Stock to be sold thereunder or (v) the Representatives, on behalf of the Underwriters, advise the Company, or the Company or the undersigned advise
the Representatives, in writing, prior to the execution of the Underwriting Agreement, that they have determined not to proceed with the Public Offering. 

 

	
	Very truly yours,
	
	  
	Exact Name of Shareholder
	
	  
	Authorized Signature
	
	  
	Title