EX-4.1



 EXHIBIT 4.1 
 TESLA MOTORS, INC. 
 SIXTH AMENDMENT TO 

FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS SIXTH AMENDMENT TO THE FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of
May 15, 2013 by and among Tesla Motors, Inc., a Delaware corporation (the “Company”), and the Elon Musk Revocable Trust dated July 22, 2003 (the “Purchaser”), and certain other holders of the
Company’s capital stock (the “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 Purchaser and the Stockholders previously entered into the Rights Agreement; 

WHEREAS, the Company is entering into a Common Stock Purchase Agreement (the “Purchase Agreement”) with the Purchaser,
pursuant to which the Company proposes to sell, and the Purchaser propose to purchase, shares of the Company’s common stock, par value $0.001 per share (such sold and purchased shares, the “Shares”); 

WHEREAS, the Company, the Purchaser and the Stockholders desire to amend the terms of the Rights Agreement for the purpose of including
the Shares 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, with such amendment or waiver to be binding on all current and future
holders of Registrable Securities; and 
 WHEREAS, the Purchaser and 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 

  
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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, (vi) shares of Common Stock issued, if any, pursuant to the certain Common Stock Purchase Agreement by and between the Company and the Elon Musk
Revocable Trust dated July 22, 2003 dated May 25, 2011, (vii) shares of Common Stock issued, if any, pursuant to the certain Common Stock Purchase Agreement by and between the Company and Blackstar Investco LLC dated May 25,
2011, (viii) shares of Common Stock issued, if any, pursuant to the certain Common Stock Purchase Agreement by and between the Company and the Elon Musk Revocable Trust dated July 22, 2003 dated May 15, 2013 and (ix) 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) through (ix), inclusive; provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which its, 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. Subordination of Registration Rights. Each Purchaser hereby
acknowledges and agrees that the rights granted to it hereunder with respect to the Shares 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 Shares and
Registrable Securities originating from such Shares held by such Purchaser which such Purchaser 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. Each Purchaser further acknowledges and agrees that the rights granted to it hereunder with respect to the Shares shall not permit such Purchaser to make a demand
registration with respect to the Shares 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. In connection with any request for, or participation in, a registration by either Purchaser pursuant to the Rights
Agreement, as amended by this Amendment, such Purchaser shall notify the Company whether the Registrable Securities that it wishes to so register shall include any Shares or Registrable Securities originating from the Shares and this Section 2
shall only apply to such Purchaser with respect to such registration to the extent of such an inclusion. 
 3. 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 Delaware, without giving effect to
principles of conflicts of law. 

  
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 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.

 [Signature pages immediately follow] 

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

			
	COMPANY:
	
	TESLA MOTORS, INC.
		
	By: 	 	 /s/ Deepak Ahuja

	Name:	 	Deepak Ahuja
	Title:	 	Chief Financial Officer


 [SIGNATURE PAGE TO SIXTH AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT] 







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

			
	 STOCKHOLDER & PURCHASER:

	
	 ELON MUSK REVOCABLE TRUST

DATED JULY 22, 2003

		
	By:	 	 /s/ Elon Musk

	Name:	 	 Elon Musk

	Title: 	 	 Trustee



 [SIGNATURE PAGE TO SIXTH AMENDMENT TO FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT]