Amendment No. 1 to Sixth Amended and Restated Investors' Rights Agreement



 EXHIBIT 4.2A 
 FACEBOOK INC. 
 AMENDMENT NO. 1 

TO 

SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

This Amendment No. 1 (this “Amendment”) is made as of May 1, 2012 by and
among Facebook, Inc., a Delaware corporation (the “Company”), and the undersigned individuals and entities who are parties to that certain Sixth Amended and Restated Investors’ Rights Agreement, dated as of
December 27, 2010 (the “Rights Agreement”) by and among the Company and the Investors (as defined therein). This Amendment amends in certain respects the Rights Agreement. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Rights Agreement. 
 R E C I T A L S 

WHEREAS, the Company and the undersigned parties desire to amend the Rights Agreement to add an additional party to the
Rights Agreement. 
 WHEREAS, Section 4.4 of the Rights Agreement requires written consent of the Company
and the holders of a majority of the Registrable Securities (as defined in the Rights Agreement) then outstanding to amend or waive provisions of the Rights Agreement pursuant to this Amendment. 

WHEREAS, the undersigned parties hold a majority of the currently outstanding Registrable Securities. 

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Addition
of TriplePoint Capital LLC. Upon its delivery to the Company of an executed signature page to the Rights Agreement, (a) TriplePoint Capital LLC (“TriplePoint”) is hereby added to Rights Agreement as an
“Investor” thereunder (and will thereupon have all the rights and obligations of a “Holder” thereunder other than for purposes of Section 2.2), and (b) the 100,000 shares of Class A Common Stock held by TriplePoint
as of the date of this Amendment (as adjusted for stock splits, stock dividends, recapitalizations or combinations) shall be deemed Registrable Securities under the Rights Agreement. The rights and obligations granted to TriplePoint under the Rights
Agreement, as amended by this Amendment shall not be transferable without the Company’s prior written consent. 
 2. No
Other Changes. Except as expressly amended by this Amendment, all of the terms of the Rights Agreement shall remain in full force and effect. 







 3. General Provisions. 

3.1. Effect of this Amendment. In the event of any inconsistency or conflict between the provisions of the Rights
Agreement and this Amendment, the provisions of this Amendment will prevail and govern. All references to the Rights Agreement or in any exhibit or schedule thereto shall hereinafter refer to the Rights Agreement as amended by this Amendment.

 3.2. Governing Law. This Amendment 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 California, without giving effect to principles of conflicts of law. 

3.3. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument. 
 3.4. Entire Agreement. The Rights
Agreement, as amended hereby, together with this Amendment constitute the full and entire understanding and agreement between the parties regarding the subject matter hereof and thereof and supersede and cancel all prior agreements, negotiations,
correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter. 
 [Signature
Pages Follow] 

  
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 The parties hereto have executed this Amendment as of the date first written
above. 
  

			
	COMPANY:
	
	FACEBOOK, INC.
		
	By:	 	 /s/ Theodore W. Ullyot

		 	 Theodore W. Ullyot, Vice President, General
 Counsel and Secretary

	
	Address:
	1601 Willow Road
	Menlo Park, CA 94025



  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 








 The parties hereto have executed this Amendment as of the date first written
above. 
  

			
	INVESTORS:
		
		 	Accel IX L.P.
	 By:
	 	Accel IX Associates L.L.C.
		 	 Its General Partner

		
	 By:
	 	 /s/ Tracy L. Sedlock

		 	Attorney in Fact
		
		 	Accel IX Strategic Partners L.P.
	 By:
	 	Accel IX Associates L.L.C.
		 	Its General Partner
		
	 By:
	 	 /s/ Tracy L. Sedlock

		 	Attorney in Fact
		
		 	Accel Investors 2005 L.L.C.
		
	 By:
	 	 /s/ Tracy L. Sedlock

		 	Attorney in Fact
		
		 	 /s/ James W. Breyer

		 	James W. Breyer, Trustee of James W. Breyer 2005 Trust dated March 25, 2005
		
		 	 /s/ James W. Breyer

		 	James W. Breyer, Trustee of James W. Breyer 2011 Annuity Trust 1, dated March 10, 2011



  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 








 The parties hereto have executed this Amendment as of the date first written
above. 
  

			
	INVESTOR
	
	 Rivendell One LLC

		
	By:	 	 /s/ Nathan Linn

	Name:	 	 Nathan Linn

	Title:	 	 Manager



  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 








 The parties hereto have executed this Amendment as of the date first written
above. 
  

			
	INVESTOR
	
	Mail.ru Group Limited (f/k/a Digital Sky Technologies Limited)
		
	By:	 	 /s/ Matthew Hammond

	Name:	 	 Matthew Hammond

	Title:	 	 Managing Director




  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 








 The parties hereto have executed this Amendment as of the date first written above.

  

			
	            INVESTOR
	
	            DST Global Limited
		
	            By:	 	 /s/ Michael Pittakis

	            Name:	 	 Michael Pittakis

	            Title:	 	 Director

	
	            DST USA Limited
		
	            By:	 	 /s/ Sean Hogan

	            Name:	 	 Sean Hogan

	            Title:	 	 Director

	
	            DST USA II Limited
		
	            By:	 	 /s/ Sean Hogan

		 	Its Authorized Signatory
		
		 	 Sean Hogan, Director

		 	Print Name and Title
		
	Address:	 	c/o Tulloch & Co.
		 	 4 Hill Street, London W1J 5NE

United Kingdom

		 	Phone: +44 20 7318 1180
		 	Fax: +44 20 7318 1150


  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 








 The parties hereto have executed this Amendment as of the date first written above.

  

			
	INVESTOR:
	
	DST Global II, L.P.
		
	By:	 	 /s/ Sean Hogan

		 	Its Authorized Signatory
		
		 	 Sean Hogan, Director

		 	Print Name and Title
		
	Address:	 	c/o Tulloch & Co.
		 	 4 Hill Street, London W1J 5NE

United Kingdom

		 	Phone: +44 20 7318 1180
		 	Fax: +44 20 7318 1150
	
	DST Global III, L.P.
		
	By:	 	 /s/ Sean Hogan

		 	Its Authorized Signatory
		
		 	 Sean Hogan, Director

		 	Print Name and Title
		
	Address:	 	c/o Tulloch & Co.
		 	 4 Hill Street, London W1J 5NE

United Kingdom

		 	Phone: +44 20 7318 1180
		 	Fax: +44 20 7318 1150


  

  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 








 The parties hereto have executed this Amendment as of the date first written above.

  

			
	INVESTOR
	
	 GREYLOCK XII LIMITED PARTNERSHIP

		
	By:	 	Greylock XII GP LLC, its General Partner.
		
	By:	 	 /s/ Donald A. Sullivan

		 	Donald A. Sullivan
	Title:	 	Administrative Partner
	
	GREYLOCK XII–A LIMITED PARTNERSHIP
		
	By:	 	Greylock XII GP LLC, its General Partner.
		
	By:	 	 /s/ Donald A. Sullivan

		 	Donald A. Sullivan
	Title:	 	Administrative Partner
	
	GREYLOCK XII PRINCIPALS LLC
	By:	 	Greylock Management Corporation, Sole Member
		
	By:	 	 /s/ Donald A. Sullivan

		 	Donald A. Sullivan
	Title:	 	Vice President and Treasurer



  
 SIGNATURE
PAGE TO AMENDMENT NO. 1 TO 
 SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT