TESLA MOTORS, INC. AMENDMENT 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 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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