Exhibit 4.2

SPACE EXPLORATION TECHNOLOGIES CORP.

AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT

This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as

of the 4th day of August, 2020, by and among Space Exploration Technologies Corp., a

Delaware corporation (the “Company”) and the investors listed on Exhibit A, Exhibit B, Exhibit

C, Exhibit D, Exhibit E, Exhibit F, Exhibit G, Exhibit H, Exhibit I, Exhibit J, Exhibit K, Exhibit

L, Exhibit M and Exhibit N, hereto (the “Series A Investors”, the “Series B Investors”, the

“Series C Investors”, the “Series D Investors”, the “Series E Investors”, the “Series F Investors”,

the “Series G Investors”, the “Series H Investors”, the “Series I Investors”, the “Series J

Investors”, the “Series K Investors”, the “Series L Investors”, the “Series M Investors” and the

“Series N Investors”, respectively, and collectively, the “Investors”).

RECITALS

The Company and certain of the Investors (or their respective predecessors or assignors)

were parties to that original Investors’ Rights Agreement dated August 5, 2002, which was

amended and restated in its entirety by that certain Amended and Restated Investors’ Rights

Agreement dated February 24, 2005 and then by that certain Amended and Restated Investors’

Rights Agreement dated February 28, 2007 and then by that certain Amended and Restated

Investors’ Rights Agreement dated July 21, 2008 and then by that certain Amended and Restated

Investors’ Rights Agreement dated March 18, 2009 and then by that certain Amended and

Restated Investors’ Rights Agreement dated October 28, 2010 and then by that certain Amended

and Restated Investors’ Rights Agreement dated January 20, 2015 and then by that certain

Amended and Restated Investors’ Rights Agreement dated July 26, 2017 and then by that certain

Amended and Restated Investors’ Rights Agreement dated April 5, 2018 and then by that certain

Amended and Restated Investors’ Rights Agreement dated December 21, 2018 and then by that

certain Amended and Restated Investors’ Rights Agreement dated April 8, 2019 and then by that

certain Amended and Restated Investors’ Rights Agreement dated June 24, 2019 and then by that

certain Amended and Restated Investors’ Rights Agreement dated February 28, 2020 (the

“Existing Investors’ Rights Agreement”). The Company and the Series N Investors have entered

into a Series N Preferred Stock Purchase Agreement dated as of August 4, 2020 (the “Purchase

Agreement”), pursuant to which the Company desires to sell to the Series N Investors and the

Series N Investors desire to purchase from the Company shares of the Company’s Series N

Preferred Stock. A condition to the Series N Investors’ obligations under the Purchase

Agreement is that this Agreement be entered into in order to provide the Series N Investors, as

well as the other Investors, upon the terms and subject to the conditions hereof, with (i) certain

rights to register shares of the Company’s Class A Common Stock issuable upon conversion of

the Preferred Stock held by the Investors, (ii) certain rights to receive or inspect information

pertaining to the Company, and (iii) a right of first offer with respect to certain issuances by the

Company of its securities. Accordingly, pursuant to Section 4.5 of the Existing Investors’ Rights

Agreement and in order to induce the Series N Investors to purchase shares of Series N Preferred

Stock pursuant to the Purchase Agreement, the Existing Investors’ Rights Agreement is hereby

being amended and restated in its entirety, and the Series N Investors shall hereby become

parties to this Agreement.

AGREEMENT

The parties hereby agree as follows:

1.Registration Rights. The Company and the Investors covenant and agree as follows:

1.1Definitions. For purposes of this Agreement:

(a)The term “Affiliate” means, with respect to any Person, another Person

who directly or indirectly, controls, is controlled by or is under common control with such

Person, or shares the same management company with such Person, including, without

limitation, any current or former general partner, managing member, officer or director of such

Person. For purposes of the immediately preceding sentence, the term “control” (including, with

correlative meanings, the terms “controlling,” “controlled by” and “under common control

with”), as used with respect to any entity, means the possession, directly or indirectly, of the

power to direct or cause the direction of the management and policies of such entity, whether

through ownership of voting securities, by contract or otherwise;

(b)The term “Common Stock” means the Company’s Class A Common

Stock, Class B Common Stock and Class C Common Stock, collectively;

(c)“Fidelity” means certain funds and accounts managed by Fidelity

Management & Research Company LLC or its affiliates.

(d)The term “Form S-3” means such form under the Securities Act as in

effect on the date hereof or any successor form under the Securities Act that permits significant

incorporation by reference of the Company’s subsequent public filings under the Securities

Exchange Act of 1934;

(e)“Google” means Google LLC or its Affiliates.

(f)The term “Holder” means any Person owning or having the right to

acquire Registrable Securities or any assignee thereof in accordance with Section 1.12 of this

Agreement;

(g)The term “Key Holders” means Elon Musk and Elon Musk, as Trustee of

the Elon Musk Revocable Trust dated July 22, 2003 and any of their respective Permitted

Transferees (as defined in the Restated Certificate);

(h)The term “Key Holder Stock” means Shares, including any shares of the

Company’s Common Stock or Preferred Stock now owned or subsequently issued to or acquired

by the Key Holders by gift, purchase, dividend, option exercise or any other means whether or

not such securities are only registered in a Key Holder’s name or beneficially or legally owned

by such Key Holder, including any interest of a spouse in any of the Key Holder Stock, whether

that interest is asserted pursuant to marital property laws or otherwise;

(i)The term “Permitted Transfer” has the meaning given to such term in the

Restated Certificate; provided that the references to “High Vote Preferred Stock or Class B

Common Stock” in such definition and related definitions shall be interpreted as being replaced

by “Key Holder Stock” for purposes of this Agreement;

(j)The term “Person” means any individual, firm, corporation, partnership,

association, limited liability company, trust or other entity;

(k)The term “Qualified IPO” means a firm commitment underwritten public

offering by the Company of shares of its Class A Common Stock pursuant to a registration

statement under the Securities Act, in which the pre-public offering market capitalization of the

Company is at least $6,000,000,000 (as determined by multiplying all capital stock of the

Company on a fully diluted basis (including options and warrants and convertible instruments

then exercisable or convertible, as applicable, for capital stock of the Company) prior to the

public offering by the price per share offered to the public as of the closing date of the public

offering) and which results in aggregate cash proceeds to the Company of $250,000,000 (net of

underwriting discounts and commissions);

(l)The terms “register,” “registered,” and “registration” refer to a registration

effected by preparing and filing a registration statement or similar document in compliance with

the Securities Act of 1933, as amended (the “Securities Act”), and the declaration or ordering of

effectiveness of such registration statement or document;

(m)The term “Registrable Securities” means (i) the shares of Class A

Common Stock issuable or issued upon conversion of shares of the Company’s Series A

Preferred Stock (or Class B Common Stock to the extent the Series A Preferred converted into

Class B Common Stock prior to converting into Class A Common Stock), Series A-1 Preferred

Stock, Series B Preferred Stock (or Class B Common Stock to the extent the Series B Preferred

converted into Class B Common Stock prior to converting into Class A Common), Series B-1

Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock,

Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred

Stock, Series J Preferred Stock, Series K Preferred Stock, Series L Preferred Stock, Series M

Preferred Stock and Series N Preferred Stock (collectively, the “Preferred Stock”), (ii) any other

shares of Class A Common Stock, or any shares of Class A Common Stock issuable or issued

upon conversion and/or exercise of any other securities of the Company, owned beneficially by

any Investor from time to time, and (iii) any other shares of Class A 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) or (ii); provided, however, that the foregoing definition

shall exclude in all cases any Registrable Securities sold by a Person (as defined below) in a

transaction in which his or her rights under this Agreement are not assigned. Notwithstanding

the foregoing, Class A Common Stock shall only be treated as Registrable Securities if and so

long as (A) they have not been sold to or through a broker or dealer or underwriter in a public

distribution or a public securities transaction, (B) they have not been sold in a transaction exempt

from the registration and prospectus delivery requirements of the Securities Act under Section

4(1) thereof (including a transaction so exempt pursuant to Rule 144 under the Securities Act), so

that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon

the consummation of such sale; or (C) the registration rights with respect to such Class A

Common Stock have not been terminated pursuant to Section 1.15 of this Agreement;

(n)The number of shares of “Registrable Securities then outstanding” shall be

determined by the number of shares of Class A Common Stock which are Registrable Securities

and are either (i) then issued and outstanding or (ii) issuable pursuant to exercisable or

convertible securities of the Company;

(o)“Restated Certificate” means the Company’s Amended and Restated

Certificate of Incorporation, as may be amended from time to time;

(p)The term “SEC” means the Securities and Exchange Commission; and

(q)The term “Transfer” has the meaning given to such term in the Restated

Certificate; provided that the references to “High Vote Preferred Stock or Class B Common

Stock” in such definition and related definitions shall be interpreted as being replaced by

“Restricted Securities” for purposes of this Agreement.

1.2Request for Registration.

(a)If the Company shall receive at any time after six (6) months after the

effective date of the first registration statement for a public offering of securities of the Company

(other than a registration statement relating either to the sale of securities to employees of the

Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145

transaction), a written request from the Holders of a majority of the Registrable Securities,

excluding the shares of Class A Common Stock issuable or issued upon conversion of shares of

the Company’s Series K Preferred Stock, Series L Preferred Stock, Series M Preferred Stock and

Series N Preferred Stock (the “Initiating Holders”) then outstanding that the Company file a

registration statement under the Securities Act covering the registration of Registrable Securities

if (A) the pre-public offering market capitalization of the Company is at least $6,000,000,000 (as

determined by multiplying all capital stock of the Company on a fully diluted basis (including

options and warrants and convertible instruments then exercisable or convertible, as applicable,

for capital stock of the Company) prior to the public offering by the price per share offered to the

public as of the closing date of the public offering and (B) the anticipated aggregate offering

price, net of underwriting discount and other selling expenses, would exceed $250,000,000, then

the Company shall, within ten (10) days of the receipt thereof, give written notice of such request

(the “Demand Notice”) to all Holders and shall, subject to the limitations of subsection 1.2(b),

use its commercially reasonable efforts to effect as soon as practicable, and in any event within

sixty (60) days of the receipt of such request, file a registration statement under the Securities

Act covering all Registrable Securities requested to be registered by the Initiating Holders and

any other Registrable Securities which all other Holders request to be registered within twenty

(20) days of the mailing of the Demand Notice by the Company in accordance with Section 4.7.

(b)If the Initiating Holders intend to distribute the Registrable Securities

covered by their request by means of an underwriting, they shall so advise the Company as a part

of their request made pursuant to this Section 1.2 and the Company shall include such

information in the written notice referred to in subsection 1.2(a). The underwriter will be

selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to

the Company. In such event, the right of any Holder to include his Registrable Securities in such

registration shall be conditioned upon such Holder’s participation in such underwriting and the

inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually

agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided

herein. All Holders proposing to distribute their securities through such underwriting shall

(together with the Company as provided in subsection 1.5(e)) enter into an underwriting

agreement in customary form with the underwriter or underwriters selected for such

underwriting; provided that no Holder shall be required to make representations and warranties

as to Company misstatements or omissions in the prospectus other than to state that such

Holder’s sale is not prompted by any material information not included in the prospectus and no

Holder shall be required to indemnify for misstatements or omissions except with respect to

information provided by such Holder and such Holder’s indemnification obligations shall be

capped at the net proceeds received in the offering by such Holder. Notwithstanding any other

provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that

marketing factors require a limitation of the number of shares to be underwritten, then the

Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be

underwritten pursuant hereto, and the number of shares of Registrable Securities that may be

included in the underwriting shall be allocated among all Holders thereof, including the Initiating

Holders, in proportion (as nearly as practicable) to the number of shares of Registrable Securities

of the Company owned by such Holders; provided, however, that the number of shares of

Registrable Securities to be included in such underwriting shall not be reduced unless all other

securities are first entirely excluded from the underwriting. For purposes of Section 1.2(a), a

registration shall not be counted as “effected” if, as a result of an exercise of the underwriters’

cutback provisions in this Section 1.2(b), fewer than fifty percent (50%) of the total number of

Registrable Securities that Holders have requested to be included in such registration are actually

included.

(c)Notwithstanding the foregoing, if the Company shall furnish to Holders

requesting a registration statement pursuant to this Section 1.2, a certificate signed by the

President of the Company stating that in the good faith judgment of the Board of Directors of the

Company, it would be seriously detrimental to the Company and its stockholders for such

registration statement to be filed and it is therefore essential to defer the filing of such

registration statement, the Company shall have the right to defer such filing for a period of not

more than one hundred twenty (120) days after receipt of the request of the Initiating Holders;

provided, however, that the Company may not utilize this right more than once in any twelve

(12) month period; and provided, further, that the Company shall not register any securities for

the account of itself or any other stockholder during such one hundred twenty (120) day period

(other than a registration relating solely to the sale of securities to participants in a Company

stock plan or a transaction covered by Rule 145 under the Securities Act).

(d)In addition, the Company shall not be obligated to effect, or to take any

action to effect, any registration pursuant to this Section 1.2:

(i)After the Company has effected one (1) registration pursuant to

this Section 1.2 and such registration has been declared or ordered effective;

(ii)During the period starting with the date sixty (60) days prior to the

Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty

(180) days after the effective date of, a registration subject to Section 1.3 hereof; provided that

the Company is actively employing in good faith all reasonable efforts to cause such registration

statement to become effective; or

(iii)If the Initiating Holders propose to dispose of shares of Registrable

Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant

to Section 1.4 below, unless the registration is requested to be an underwritten registration.

1.3Company Registration. If (but without any obligation to do so) the Company

proposes to register (including for this purpose a registration effected by the Company for

stockholders other than the Holders) any of its stock under the Securities Act in connection with

the public offering of such securities solely for cash (other than a registration relating solely to

the sale of securities to participants in a Company stock plan or a transaction covered by Rule

145 under the Securities Act, a registration in which the only stock being registered is Common

Stock issuable upon conversion of debt securities which are also being registered, or any

registration on any form which does not include substantially the same information as would be

required to be included in a registration statement covering the sale of the Registrable Securities),

the Company shall, at such time, promptly give each Holder written notice of such registration.

Upon the written request of each Holder given within twenty (20) days after giving of such

notice by the Company in accordance with Section 4.7, the Company shall, subject to the

provisions of Section 1.8, cause to be registered under the Securities Act all of the Registrable

Securities that each such Holder has requested to be registered. The Company shall have the

right to terminate or withdraw any registration initiated by it under this Section 1.3 whether or

not any Holder has elected to include Registrable Securities in such registration. The expenses

of such withdrawn registration shall be borne by the Company.

1.4Form S-3 Registration. In case the Company shall receive from any Holder or

Holders of at least twenty percent (20%) of the Registrable Securities then outstanding a written

request or requests that the Company effect a registration on Form S-3 and any related

qualification or compliance with respect to all or a part of the Registrable Securities owned by

such Holder or Holders, the Company will:

(a)promptly give written notice of the proposed registration, and any related

qualification or compliance, to all other Holders; and

(b)as soon as practicable, effect such registration and all such qualifications

and compliances as may be so requested and as would permit or facilitate the sale and

distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are

specified in such request, together with all or such portion of the Registrable Securities of any

other Holder or Holders joining in such request as are specified in a written request given within

fifteen (15) days after receipt of such written notice from the Company; provided, however, that

the Company shall not be obligated to effect any such registration, qualification or compliance,

pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii)

if the Holders, together with the holders of any other securities of the Company entitled to

inclusion in such registration, propose to sell Registrable Securities and such other securities (if

any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of

less than $5,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the

President of the Company stating that in the good faith judgment of the Board of Directors of the

Company, it would be seriously detrimental to the Company and its stockholders for such Form

S-3 Registration to be effected at such time, in which event the Company shall have the right to

defer the filing of the Form S-3 registration statement for a period of not more than one hundred

twenty (120) days after receipt of the request of the Holder or Holders under this Section 1.4;

provided, however, that the Company shall not utilize this right more than once in any twelve

(12) month period; (iv) if the Company has, within the twelve (12) month period preceding the

date of such request, already effected one (1) registration on Form S-3 for the Holders pursuant

to this Section 1.4; (v) in any particular jurisdiction in which the Company would be required to

qualify to do business or to execute a general consent to service of process in effecting such

registration, qualification or compliance; or (vi) during the period ending one hundred eighty

(180) days after the effective date of a registration statement subject to Section 1.3.

(c)Subject to the foregoing, the Company shall file a registration statement

covering the Registrable Securities and other securities so requested to be registered as soon as

practicable after receipt of the request or requests of the Holders. Registrations effected pursuant

to this Section 1.4 shall not be counted as demands for registration or registrations effected

pursuant to Sections 1.2 or 1.3, respectively.

1.5Obligations of the Company. Whenever required under this Section 1 to effect

the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably

possible:

(a)Prepare and file with the SEC a registration statement with respect to such

Registrable Securities and use its commercially reasonable efforts to cause such registration

statement to become effective, and, upon the request of the Holders of a majority of the

Registrable Securities registered thereunder, keep such registration statement effective for up to

one hundred twenty (120) days; provided, however, that such one hundred twenty (120) day

period shall be extended for a period of time equal to the period the Holder refrains, at the

request of an underwriter of Common Stock (or other securities) of the Company, from selling

any securities included in such registration. The Company shall not be required to file, cause to

become effective or maintain the effectiveness of any registration statement other than a

registration statement on Form S-3 that contemplates a distribution of securities on a delayed or

continuous basis pursuant to Rule 415 under the Securities Act.

(b)Prepare and file with the SEC such amendments and supplements to such

registration statement and the prospectus used in connection with such registration statement as

may be necessary to comply with the provisions of the Securities Act with respect to the

disposition of all securities covered by such registration statement for the period set forth in

subsection (a) above.

(c)Furnish to the Holders such numbers of copies of a prospectus, including a

preliminary prospectus, in conformity with the requirements of the Securities Act, and such other

documents as they may reasonably request in order to facilitate the disposition of Registrable

Securities owned by them.

(d)Use its commercially reasonable efforts to register and qualify the

securities covered by such registration statement under such other securities or Blue Sky laws of

such jurisdictions as shall be reasonably requested by the Holders, provided that the Company

shall not be required in connection therewith or as a condition thereto to qualify to do business or

to file a general consent to service of process in any such states or jurisdictions.

(e)In the event of any underwritten public offering, enter into and perform its

obligations under an underwriting agreement, in usual and customary form, with the managing

underwriter of such offering.

(f)Notify each Holder of Registrable Securities covered by such registration

statement at any time when a prospectus relating thereto is required to be delivered under the

Securities Act of the happening of any event as a result of which the prospectus included in such

registration statement, as then in effect, includes an untrue statement of a material fact or omits

to state a material fact required to be stated therein or necessary to make the statements therein

not misleading in the light of the circumstances then existing.

(g)Use its commercially reasonable efforts to cause all such Registrable

Securities registered pursuant hereunder to be listed on a national securities exchange or trading

system and each securities exchange on which similar securities issued by the Company are then

listed.

(h)Provide a transfer agent and registrar for all Registrable Securities

registered pursuant hereto and a CUSIP number for all such Registrable Securities, in each case

not later than the effective date of such registration.

(i)Use its commercially reasonable efforts to furnish, at the request of any

Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date

that such Registrable Securities are delivered to the underwriters for sale in connection with a

registration pursuant to this Section 1, if such securities are being sold through underwriters, or,

if such securities are not being sold through underwriters, on the date that the registration

statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the

counsel representing the Company for the purposes of such registration, in form and substance as

is customarily given to underwriters in an underwritten public offering, addressed to the

underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a

letter dated such date, from the independent certified public accountants of the Company, in form

and substance as is customarily given by independent certified public accountants to

underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the

Holders requesting registration of Registrable Securities.

1.6Furnish Information. It shall be a condition precedent to the obligations of the

Company to take any action pursuant to this Section 1 with respect to the Registrable Securities

of any selling Holder that such Holder shall furnish to the Company such information regarding

itself, the Registrable Securities held by it, and the intended method of disposition of such

securities as shall be required to effect the registration of such Holder’s Registrable Securities.

The Company shall have no obligation with respect to any registration requested pursuant to

Section 1.2 or Section 1.4 of this Agreement if, as a result of the application of the preceding

sentence, the number of shares or the anticipated aggregate offering price of the Registrable

Securities to be included in the registration does not equal or exceed the number of shares or the

anticipated aggregate offering price required to originally trigger the Company’s obligation to

initiate such registration as specified in subsection 1.2(a) or subsection 1.4(b)(ii), whichever is

applicable.

1.7Expenses of Registration.

(a)Demand Registration. All expenses other than underwriting discounts

and commissions incurred in connection with registrations, filings or qualifications pursuant to

Section 1.2, including (without limitation) all registration, filing and qualification fees, printers’

and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees

and disbursements of one counsel for the selling Holders selected by them with the approval of

the Company, which approval shall not be unreasonably withheld, shall be borne by the

Company; provided, however, that the Company shall not be required to pay for any expenses of

any registration proceeding begun pursuant to Section 1.2 if the registration request is

subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities

to be registered, excluding the shares of Class A Common Stock issuable or issued upon

conversion of shares of the Company’s Series K Preferred Stock, Series L Preferred Stock,

Series M Preferred Stock and Series N Preferred Stock (in which case all participating Holders

shall bear such expenses), unless the Holders of a majority of the Registrable Securities,

excluding the shares of Class A Common Stock issuable or issued upon conversion of shares of

the Company’s Series K Preferred Stock, Series L Preferred Stock, Series M Preferred Stock and

Series N Preferred Stock, agree to forfeit their right to one demand registration pursuant to

Section 1.2; provided, further, however, that if at the time of such withdrawal, the Holders have

learned of a material adverse change in the condition, business, or prospects of the Company

from that known to the Holders at the time of their request and have withdrawn the request with

reasonable promptness following disclosure by the Company of such material adverse change,

then the Holders shall not be required to pay any of such expenses and shall retain their rights

pursuant to Section 1.2.

(b)Company Registration. All expenses other than underwriting discounts

and commissions incurred in connection with registrations, filings or qualifications of

Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as

provided in Section 1.12), including (without limitation) all registration, filing, and qualification

fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the

reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by

them with the approval of the Company, which approval shall not be unreasonably withheld,

shall be borne by the Company.

(c)Registration on Form S-3. All expenses other than underwriting

discounts and commissions incurred in connection with a registration requested pursuant to

Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and

accounting fees and the reasonable fees and disbursements of one counsel for the selling Holder

or Holders selected by them with the approval of the Company, which approval shall not be

unreasonably withheld, and counsel for the Company, shall be borne by the Company.

1.8Underwriting Requirements. In connection with any offering involving an

underwriting of shares of the Company’s capital stock, the Company shall not be required under

Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the

terms of the underwriting as agreed upon between the Company and the underwriters selected by

it (or by other Persons entitled to select the underwriters), and then only in such quantity as the

underwriters determine in their sole discretion will not jeopardize the success of the offering by

the Company. If the total amount of securities, including Registrable Securities, requested by

stockholders to be included in such offering exceeds the amount of securities sold other than by

the Company that the underwriters determine in their sole discretion is compatible with the

success of the offering, then the Company shall be required to include in the offering only that

number of such securities, including Registrable Securities, which the underwriters determine in

their sole discretion will not jeopardize the success of the offering, then the Registrable

Securities that are included in such offering shall be allocated among the selling Holders in

proportion to the number of Registrable Securities owned by each selling Holder or in such other

proportions as shall mutually be agreed to by such Holders. Notwithstanding the foregoing, in

no event shall (i) the amount of securities of the selling Holders included in the offering be

reduced below ten percent (10%) of the total amount of securities included in such offering,

unless such offering is the initial public offering of the Company’s securities, in which case, the

selling Holders may be excluded if the underwriters make the determination described above and

no other stockholder’s securities are included; or (ii) any of the 3,000,000 shares of the

Company’s Class A Common Stock issuable upon conversion of the 3,000,000 shares of the

Company’s Class B Common Stock originally issued to Elon R. Musk on July 8, 2002 and

Transferred to Elon Musk, as Trustee of the Elon Musk Revocable Trust on September 30, 2006

(subject to adjustment for stock splits, stock dividends, reclassifications, or the like) be included

in such offering if any securities held by any selling Holder (other than Elon Musk, as Trustee of

the Elon Musk Revocable Trust) are excluded. For purposes of the preceding parenthetical

concerning apportionment, for any selling stockholder which is a holder of Registrable Securities

and which is a partnership or corporation, the partners, retired partners, stockholders and

Affiliates of such holder, or the estates and family members of any such partners and retired

partners and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a

single “selling stockholder,” and any pro-rata reduction with respect to such

“selling stockholder” shall be based upon the aggregate amount of Registrable Securities owned

by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

1.9Delay of Registration. No Holder shall have any right to obtain or seek an

injunction restraining or otherwise delaying any such registration as the result of any controversy

that might arise with respect to the interpretation or implementation of this Section 1.

1.10Indemnification. In the event any Registrable Securities are included in a

registration statement under this Section 1:

(a)To the extent permitted by law, the Company will indemnify and hold

harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and

each Person, if any, who controls such Holder or underwriter within the meaning of the

Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

against any losses, claims, damages, or liabilities (joint or several) to which they may become

subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such

losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon

any of the following statements, omissions or violations (collectively a “Violation”): (i) any

untrue statement or alleged untrue statement of a material fact contained in such registration

statement, including any preliminary prospectus or final prospectus contained therein or any

amendments or supplements thereto; (ii) the omission or alleged omission to state therein a

material fact required to be stated therein, or necessary to make the statements therein not

misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the

Exchange Act, any state securities law or any rule or regulation promulgated under the Securities

Act, the Exchange Act or any state securities law; and the Company will pay to each such

Holder, underwriter or controlling Person, as incurred, any legal or other expenses reasonably

incurred by them in connection with investigating or defending any such loss, claim, damage,

liability, or action; provided, however, that the indemnity agreement contained in this subsection

1.10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or

action if such settlement is effected without the consent of the Company (which consent shall not

be unreasonably withheld), nor shall the Company be liable to any Holder, underwriter or

controlling Person for any such loss, claim, damage, liability, or action to the extent that it arises

out of or is based upon a Violation which occurs in reliance upon and in conformity with written

information furnished expressly for use in connection with such registration by any such Holder,

underwriter or controlling Person.

(b)To the extent permitted by law, each selling Holder will indemnify and

hold harmless the Company, each of its directors, each of its officers who has signed the

registration statement, each Person, if any, who controls the Company within the meaning of the

Securities Act, any underwriter, any other Holder selling securities in such registration statement

and any controlling Person of any such underwriter or other Holder, against any losses, claims,

damages, or liabilities (joint or several) to which any of the foregoing Persons may become

subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such

losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon

any Violation, in each case to the extent (and only to the extent) that such Violation occurs in

reliance upon and in conformity with written information furnished by such Holder expressly for

use in connection with such registration; and each such Holder will pay, as incurred, any legal or

other expenses reasonably incurred by any Person intended to be indemnified pursuant to this

subsection 1.10(b), in connection with investigating or defending any such loss, claim, damage,

liability, or action; provided, however, that the indemnity agreement contained in this subsection

1.10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or

action if such settlement is effected without the consent of the Holder, which consent shall not be

unreasonably withheld; provided, further, that in no event shall any indemnity under this

subsection 1.10(b) exceed the net proceeds from the offering received by such Holder, except in

the case of willful fraud by such Holder.

(c)Promptly after receipt by an indemnified party under this Section 1.10 of

notice of the commencement of any action (including any governmental action), such

indemnified party will, if a claim in respect thereof is to be made against any indemnifying party

under this Section 1.10, deliver to the indemnifying party a written notice of the commencement

thereof and the indemnifying party shall have the right to participate in, and, to the extent the

indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to

assume the defense thereof with counsel mutually satisfactory to the parties; provided, however,

that an indemnified party (together with all other indemnified parties which may be represented

without conflict by one counsel) shall have the right to retain one separate counsel, with the

reasonable fees and expenses to be paid by the indemnifying party, if representation of such

indemnified party by the counsel retained by the indemnifying party would be inappropriate due

to actual or potential differing interests between such indemnified party and any other party

represented by such counsel in such proceeding. The failure to deliver written notice to the

indemnifying party within a reasonable time of the commencement of any such action, if

materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of

any liability to the indemnified party under this Section 1.10, but the omission so to deliver

written notice to the indemnifying party will not relieve it of any liability that it may have to any

indemnified party otherwise than under this Section 1.10.

(d)If the indemnification provided for in this Section 1.10 is held by a court

of competent jurisdiction to be unavailable to an indemnified party with respect to any loss,

liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of

indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable

by such indemnified party as a result of such loss, liability, claim, damage, or expense in such

proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand

and of the indemnified party on the other in connection with the statements or omissions that

resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable

considerations; provided, that (x) in no event shall any contribution by a Holder under this

subsection 1.10(d), when combined with the amounts paid or payable by such Holder pursuant to

Section 1.10(b) of this Agreement, exceed the net proceeds from the offering received by such

Holder, except in the case of willful fraud by such Holder and (y) no Person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to

contribution from any Person who was not guilty of such fraudulent misrepresentation. The

relative fault of the indemnifying party and of the indemnified party shall be determined by

reference to, among other things, whether the untrue or alleged untrue statement of a material

fact or the omission to state a material fact relates to information supplied by the indemnifying

party or by the indemnified party and the parties’ relative intent, knowledge, access to

information, and opportunity to correct or prevent such statement or omission.

(e)Notwithstanding the foregoing, to the extent that the provisions on

indemnification and contribution contained in the underwriting agreement entered into in

connection with the underwritten public offering are in conflict with the foregoing provisions,

the provisions in the underwriting agreement shall control.

(f)The obligations of the Company and Holders under this Section 1.10 shall

survive the completion of any offering of Registrable Securities in a registration statement under

this Section 1, and otherwise, and the termination of this Agreement.

1.11Reports Under Securities Exchange Act of 1934. With a view to making

available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any

other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the

Company to the public without registration or pursuant to a registration on Form S-3, the

Company agrees to:

(a)make and keep public information available, as those terms are understood

and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the

first registration statement filed by the Company for the offering of its securities to the general

public so long as the Company remains subject to the periodic reporting requirements under

Sections 13 or 15(d) of the Exchange Act;

(b)take such action, including the voluntary registration of its Class A

Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to

utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as

practicable after the end of the fiscal year in which the first registration statement filed by the

Company for the offering of its securities to the general public is declared effective;

(c)use commercially reasonable efforts to file with the SEC in a timely

manner all reports and other documents required of the Company under the Securities Act and

the Exchange Act; and

(d)furnish to any Holder, so long as the Holder owns any Registrable

Securities, forthwith upon request (i) a written statement by the Company that it has complied

with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the

effective date of the first registration statement filed by the Company), the Securities Act and the

Exchange Act (at any time after it has become subject to such reporting requirements), or that it

qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it

so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such

other reports and documents so filed by the Company, and (iii) such other information as may be

reasonably requested in availing any Holder of any rule or regulation of the SEC which permits

the selling of any such securities without registration or pursuant to such form.

1.12Assignment of Registration Rights. The rights to cause the Company to register

Registrable Securities pursuant to this Section 1 may be assigned only in the case of a Transfer

that is either exempt or otherwise permitted pursuant to the terms herein or the Company’s

Bylaws (but only with all related obligations) by a Holder to (i) a transferee or assignee of at

least 250,000 shares of such securities (subject to adjustment for stock splits, stock dividends,

reclassification or the like), (ii) a transferee or assignee of all of such Registrable Securities held

by such transferring Holder, if less than 250,000 shares, (iii) a partner, member or Affiliate of the

transferring Holder, (iv) a transferee or assignee who is a Holder’s child, stepchild, grandchild,

parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,

daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family

Member,” which term shall include adoptive relationships), or (v) a transferee or assignee that is

a trust for the benefit of such individual Holder or such Holder’s Immediate Family Member,

provided (i) the Company is, within a reasonable time after such Transfer, furnished with written

notice of the name and address of such transferee or assignee and the securities with respect to

which such registration rights are being assigned and (ii) such transferee or assignee agrees in a

written instrument delivered to the Company to be bound by and subject to the terms and

conditions of this Agreement; and provided, further, that such assignment shall be effective only

if, immediately following such Transfer, the further disposition of such securities by the

transferee or assignee is restricted under the Securities Act. For the purposes of determining the

number of shares of Registrable Securities held by a transferee or assignee, the holdings of

transferees and assignees of (x) a partnership who are partners or retired partners of such

partnership or (y) a limited liability company who are members or retired members of such

limited liability company (including Immediate Family Members of such partners or members

who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated

together and with the partnership or limited liability company; provided that all assignees and

transferees who would not qualify individually for assignment of registration rights shall have a

single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any

action under this Section 1.

1.13Limitations on Subsequent Registration Rights. From and after the date of this

Agreement, the Company shall not, without the prior written consent of (a) the Holders of a

majority of the voting power of outstanding Registrable Securities and (b) so long as a number of

shares of Series G Preferred Stock at least equal to 50% or more of the shares of Series G

Preferred Stock held by Google as of the date of this Agreement (as adjusted for stock splits,

stock dividends, reclassifications and the like) are outstanding, Holders of at least two thirds

(2/3) of the Series G Preferred Stock, voting together as a single class, enter into any agreement

with any holder or prospective holder of any securities of the Company which would allow such

holder or prospective holder (i) to include such securities in any registration filed under Section

1.2 hereof, unless, under the terms of such agreement, such holder or prospective holder may

include such securities in any such registration only to the extent that the inclusion of his

securities will not reduce the amount of the Registrable Securities of the Holders which is

included, (ii) to make a demand registration 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) or

within one hundred twenty (120) days of the effective date of any registration effected pursuant

to Section 1.2, or (iii) to have registration rights superior to the rights granted to the Holders

herein; provided that the limitation set forth in clause (i) shall not apply to any additional Holder

who becomes a party to this Agreement in accordance with Section 4.3, Section 4.4 or Section

4.6 of this Agreement.

1.14“Market Stand-Off” Agreement.

(a)Market Stand-Off Period; Agreement. Upon the request of the

underwriters managing the Company’s first firm commitment underwritten public offering of its

Common Stock registered under the Securities Act, each Holder hereby agrees that such Holder

shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into

any hedging or similar transaction with the same economic effect as a sale of any Common Stock

(or other securities) of the Company held by such Holder immediately before the effective date

of the registration statement for such offering (other than those included in the registration)

during the 180-day period following the effective date of the Company’s first firm commitment

underwritten public offering of its Common Stock registered under the Securities Act (or such

longer period as may be required by FINRA Rule 2241, if such rule is applicable to the Company

at such time). Each Holder agrees to execute an agreement reflecting the foregoing as may be

requested by the managing underwriters in connection with such offering. Any discretionary

waiver or termination of the restrictions of any or all of such agreements by the Company or the

underwriters shall apply pro rata to all Holders subject to such agreements, based on the number

of shares subject to such agreements.

(b)Stop-Transfer Instructions. In order to enforce the foregoing covenants,

the Company may impose stop-transfer instructions with respect to the securities of each Holder

(and the securities of every other Person subject to the restrictions in Section 1.14(a)).

(c)Transferees Bound. Each Holder agrees that it will not Transfer

securities of the Company unless each transferee agrees in writing to be bound by all of the

provisions of this Section 1.14, except a Transfer in a public offering or other public distribution.

1.15Termination of Registration Rights. No Holder shall be entitled to exercise any

right provided for in this Section 1 after the earlier of (i) two (2) years following the

consummation of a Qualified IPO, (ii) such time as Rule 144 or another similar exemption under

the Securities Act is available for the sale of all of such Holder’s shares during a three (3) month

period without registration, (iii) such time as a holder holds Registrable Securities constituting

less than one percent (1%) of the outstanding capital stock of the Company or (iv) upon

termination of the entire Agreement upon a change in control of the Company, as provided in

Section 4.1.

2.Covenants of the Company.

2.1Delivery of Financial Statements. The Company shall deliver to each Major

Investor (as defined in Section 2.3 below), upon request (other than a Major Investor reasonably

deemed by the Company to be a competitor of the Company, it being understood that Google

and Fidelity and their respective Affiliates are not currently, and shall not be, so long as Google

and Fidelity remain parties to this Agreement, considered competitors of the Company for the

purposes of this Section 2):

(a)as soon as practicable, but in any event within one hundred twenty (120)

days after the end of each fiscal year of the Company, an income statement for such fiscal year, a

balance sheet of the Company and statement of stockholder’s equity as of the end of such year,

and a statement of cash flows for such year, such year-end financial reports to be in reasonable

detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and

audited and certified by an independent public accounting firm of nationally recognized standing

selected by the Company; and

(b)as soon as practicable, but in any event within forty-five (45) days after

the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited

profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited

balance sheet as of the end of such fiscal quarter prepared in accordance with GAAP (except that

such financial statements may (x) be subject to normal year-end audit adjustments and (y) not

contain all notes thereto that may be required in accordance with GAAP).

2.2Inspection. The Company shall permit each Major Investor (as defined in

Section 2.3 below) (other than a Major Investor reasonably deemed by the Company to be a

competitor of the Company, it being understood that Google and Fidelity and their respective

Affiliates are not currently, and shall not be, so long as Google and Fidelity remain parties to this

Agreement, considered competitors of the Company for the purposes of this Section 2), at such

Major Investor’s expense, to visit and inspect the Company’s properties, to examine its books of

account and records and to discuss the Company’s affairs, finances and accounts with its

officers, all at such reasonable times as may be requested by the Major Investor; provided,

however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access

to any information which it reasonably considers to be a trade secret or similar confidential

information or the disclosure of which, in the judgment of the Company, would adversely affect

the attorney-client privilege between the Company and its counsel.

2.3Right of First Offer. Subject to the terms and conditions specified in this Section

2.3, the Company hereby grants to each Major Investor (as hereinafter defined) a right of first

offer with respect to future sales by the Company of its Shares (as hereinafter defined). A

“Major Investor” shall mean (i) any Investor who holds at least 1,000,000 shares of Preferred

Stock (or the Common Stock issued upon conversion thereof) issued pursuant to the following

agreements (subject to adjustment for stock splits, stock dividends, reclassifications or the like):

the Series A Preferred Stock Purchase Agreement dated as of August 5, 2002, the Series B

Preferred Stock Purchase Agreement dated as of February 24, 2005, the Series C Preferred Stock

Purchase Agreement dated as of February 28, 2007, the Series D Preferred Stock Purchase

Agreement dated as of July 21, 2008, the Series E Preferred Stock Purchase Agreement dated as

of March 18, 2009, the Series F Preferred Stock Purchase Agreement dated as of October 28,

2010, the Series G Preferred Stock Purchase Agreement dated as of January 16, 2015 (the

“Series G Stock Purchase Agreement”), the Series H Preferred Stock Purchase Agreement dated

as of July 26, 2017, the Series I Preferred Stock Purchase Agreement dated as of April 5, 2018,

the Series J Preferred Stock Purchase Agreement dated as of December 21, 2018, the Series K

Preferred Stock Purchase Agreement dated as of April 8, 2019, the Series L Preferred Stock

Purchase Agreement dated as of June 24, 2019, the Series M Preferred Stock Purchase

Agreement dated as of February 28, 2020, the Purchase Agreement, any other agreement

pursuant to which the Company issued shares of the Company’s Preferred Stock prior to the date

hereof, and any other agreement pursuant to which the Company issues shares of the Company’s

preferred stock after the date hereof (including series of preferred stock that may from time to

time come into existence) or (ii) Fidelity, for so long as Fidelity continues to hold at least 50% of

the shares of the Company’s Series G Preferred Stock originally purchased by Fidelity pursuant

to the Series G Stock Purchase Agreement (subject to adjustment for stock splits, stock

dividends, reclassifications or the like). A Major Investor includes any general partners and

Affiliates of a Major Investor. A Major Investor who chooses to exercise the right of first offer

may designate as purchasers under such right itself or its partners or Affiliates in such

proportions as it deems appropriate.

Each time the Company proposes to offer any shares of, or securities convertible into or

exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first

make an offering of such Shares to each Major Investor in accordance with the following

provisions:

(a)The Company shall deliver a notice by certified mail (“Notice”) to the

Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such

Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such

Shares.

(b)Within fifteen (15) calendar days after delivery of the Notice, the Major

Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up

to that portion of such Shares which equals the proportion that the number of shares of Common

Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable

securities then held, by such Major Investor bears to the total number of shares of Common

Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable

securities); provided that if other Persons acquiring the Shares are also required to purchase other

securities of the Company, the Major Investors exercising their rights pursuant to this Section 2.3

shall also be required to purchase the same strip of securities (on the same terms and conditions)

that such other Persons are required to purchase. Such purchase shall be completed at the same

closing as that of any third party purchasers or at an additional closing thereunder. The

Company shall promptly, in writing, inform each Major Investor that purchases all the Shares

available to it (each, a “Fully-Exercising Investor”) of any other Major Investor’s failure to do

likewise. During the ten (10)-day period commencing after receipt of such information, each

Fully-Exercising Investor shall be entitled to obtain that portion of the Shares for which Major

Investors were entitled to subscribe, but which were not subscribed for by the Major Investors

that is equal to the proportion that the number of shares of Common Stock issued and held, or

issuable upon conversion and exercise of all convertible or exercisable securities then held, by

such Fully-Exercising Investor bears to the total number of shares of Common Stock then

outstanding (assuming full conversion and exercise of all convertible or exercisable securities).

(c)The Company may, during the ninety (90) day period following the

expiration of the period provided in subsection 2.3(b) hereof, offer the remaining unsubscribed

portion of the Shares to any Person or Persons at a price not less than, and upon terms no more

favorable to the offeree than those specified in the Notice. If the Company does not enter into an

agreement for the sale of the Shares within such period, or if such agreement is not consummated

within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to

be revived and such Shares shall not be offered unless first reoffered to the Major Investors in

accordance herewith.

(d)The right of first offer in this Section 2.3 shall not be applicable (i) to the

issuance or sale of Common Stock (or options therefor) to employees, consultants and directors,

pursuant to plans or agreements approved by the Board of Directors for the primary purpose of

soliciting or retaining their services, (ii) to, or after consummation of, a Qualified IPO, (iii) to the

issuance of securities pursuant to the conversion or exercise of convertible or exercisable

securities, (iv) to the issuance of securities used as consideration in a bona fide business

acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or

exchange of stock or otherwise, (v) to the issuance of securities to financial institutions, vendors

or lessors in connection with commercial credit arrangements, equipment financings, or similar

transactions, (vi) stock splits, stock dividends or like transactions, (vii) to the issuance of

securities that, with unanimous approval of the Board of Directors of the Company, are not

offered to any existing stockholder of the Company, or (viii) to the issuance or sale of capital

stock of the Company (or rights to acquire such capital stock upon exercise, conversion or

exchange) issued or deemed to have been issued that qualifies for one or more of the exceptions

from the definition of “Additional Stock” in the Restated Certificate. In addition to the

foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any

Major Investor and any subsequent securities issuance, if (i) at the time of such subsequent

securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined

in Rule 501(a) under the Securities Act, and (ii) such subsequent securities issuance is otherwise

being offered only to accredited investors.

2.4Qualified Small Business Stock. To the extent applicable, the Company shall

submit to the Investors and to the Internal Revenue Service any reports that may be required

under Section 1202(d)(1)(C) of the Internal Revenue Code of 1986, as amended (the “Code”)

and any related Treasury Regulations. In addition, within ten (10) days after any Investor has

delivered to the Company a written request therefor, the Company shall deliver to such Investor

a written statement informing the Investor whether, in the Company’s good-faith judgment after

a reasonable investigation, such Investor’s interest in the Company constitutes “qualified small

business stock” as defined in Section 1202(c) of the Code, or would constitute “qualified small

business stock,” if determination of whether stock constitutes “qualified small business stock”

were made by taking into account the modifications set forth in Section 1045(b)(4) of the Code.

The Company’s obligation to furnish a written statement pursuant to this Section 2.4 shall

continue notwithstanding the fact that a class of the Company’s stock may be traded on an

established securities market.

2.5Termination of Covenants.

(a)The covenants set forth in Sections 2.1 through 2.4 shall terminate as to

each Holder and be of no further force or effect (i) immediately prior to the consummation of a

Qualified IPO, or (ii) upon termination of the entire Agreement upon a change in control of the

Company, as provided in Section 4.1.

(b)The covenants set forth in Sections 2.1 and 2.2 shall terminate as to each

Holder and be of no further force or effect when the Company first becomes subject to the

periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, if this occurs

earlier than the events described in Section 2.5(a) above.

2.6Confidentiality.

Each Investor agrees that it will keep confidential and will not disclose, divulge, or use

for any purpose (other than to monitor its investment in the Company) any confidential

information obtained from the Company pursuant to the terms of this Agreement (including

notice of the Company’s intention to file a registration statement), unless such confidential

information (a) is known or becomes known to the public in general (other than as a result of a

breach of this Section 2.6 by such Investor), (b) is or has been independently developed or

conceived by the Investor without use of the Company’s confidential information, or (c) is or has

been made known or disclosed to the Investor by a third party who, to such Investor’s knowledge

(after due inquiry), is not in breach of any obligation of confidentiality to the Company.

Notwithstanding the foregoing, each Investor may disclose any confidential information of the

Company to the extent necessary (i) to such Investor’s employees, officers, directors, investment

advisors, investment managers, accountants, consultants, legal counsel (including legal counsel

for such Investor’s investment advisors or investment managers, as applicable) and other

advisors and agents as necessary to evaluate or monitor such Investor’s investment in the

Company or to carry out, or in connection with the discharge of, duties as a director or officer of

the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor,

if such prospective purchaser agrees in writing to be bound by the provisions of this Section 2.6

(provided, however, that such Investor may not disclose confidential information to a competitor

of the Company, upon the reasonable determination of the Board of Directors); (iii) to any

partner, member, stockholder, or wholly owned subsidiary of such Investor on an as-needed

basis, provided that such Investor is bound by a written confidentiality agreement with such

recipient; (iv) as required by any court or other governmental body, provided that such Investor

provides the Company with prompt notice of such court order or requirement to the Company to

enable the Company to seek a protective order or otherwise to prevent or restrict such disclosure;

(v) to legal counsel of such Investor; (vi) in connection with the enforcement of this Agreement

or rights under this Agreement; (vii) to comply with any applicable law or regulation, including

stock exchange regulation, (viii) in connection with any request by a governmental entity or (ix)

to be disclosed pursuant to a consent decree. The provisions of this Section 2.6 shall be in

addition to, and not in substitution for, the provisions of any separate nondisclosure agreement

executed by the parties hereto with respect to the transactions contemplated hereby and shall

survive the termination of this Agreement. Notwithstanding anything to the contrary contained

herein, Fidelity and Baillie Gifford & Co. shall be permitted to publicly disclose the name of the

Company and the amount of their (and their Affiliates’) investment in the Company.

3.Restrictions on Transfer.

3.1Right of First Refusal.

(a)The Key Holder Stock, the Preferred Stock, the Common Stock and any

Common Stock of the Company issued upon the conversion of shares of Preferred Stock (the

“Conversion Shares” and, together with the shares of Key Holder Stock, Common Stock,

Preferred Stock, the “Restricted Securities”), in each case, owned as of the date of this

Agreement or hereafter acquired, shall not be Transferred, and the Company shall not recognize

and shall issue stop-transfer instructions to its transfer agent with respect to any Transfer, except

upon the conditions specified in this Agreement. A Transferring holder of Restricted Securities

will cause any proposed purchaser, pledgee, or Transferee of the Restricted Securities held by

such holder to agree to take and hold such securities subject to the provisions and upon the

conditions specified in this Agreement. In the event of a conflict between this Agreement, any

other agreement that may have been entered into by a Key Holder with the Company or the

Company’s Bylaws (the “Bylaws”), in each case that contains a pre-existing right of first refusal,

the Company and the Key Holder acknowledge and agree that, so long as this Section 3.1

remains in effect, the terms of this Agreement shall control and the preexisting right of first

refusal shall be deemed satisfied by compliance with this Section 3.1. Notwithstanding anything

to the contrary in this Agreement, the Restated Certificate or the Bylaws, the restrictions

described in this Section 3 shall be the sole and exclusive provisions with respect to Transfer

restrictions relating to the Series G Preferred Stock.

(b)Each certificate, instrument, or book entry representing any Restricted

Security and any other securities issued in respect of the Restricted Securities, upon any stock

split, stock dividend, recapitalization, merger, consolidation, or similar event, shall be notated

with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR

INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR

TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID

EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY

REQUIREMENTS OF SAID ACT.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN

ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE

COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH

THE SECRETARY OF THE COMPANY.

The holders of Restricted Securities consent to the Company making a notation in

its records and giving instructions to any transfer agent of the Restricted Securities in order to

implement the restrictions on Transfer set forth in this Section 3.1.

(c)The holder of such Restricted Securities, by acceptance of ownership

thereof, agrees to comply in all respects with the provisions of this Section 3.1. Before any

proposed Transfer of any Restricted Securities, the holder thereof shall give notice to the

Company of such holder’s intention to effect such Transfer (a “Proposed Transfer Notice”).

Each Proposed Transfer Notice shall describe the manner and circumstances of the proposed

Transfer in reasonable detail (including, without limitation, the material terms and conditions

(including price and form of consideration) of the proposed Transfer, the identity of the

prospective transferee and the intended date of the proposed Transfer) and, if reasonably

requested by the Company, shall be accompanied at such holder’s expense by a written opinion

of legal counsel, reasonably satisfactory to the Company, addressed to the Company, to the effect

that the proposed transaction may be effected without registration under the Securities Act.

(d)Each holder of Restricted Securities hereby unconditionally and

irrevocably grants to the Company the right, but not the obligation, to purchase some or all of

any Restricted Securities such holder proposes to Transfer, at the same price and on the same

terms and conditions as those offered to the prospective transferee (the “Right of First Refusal”).

Each holder of Restricted Securities proposing to Transfer such securities (a “Selling Party”)

must first provide the Company with a Proposed Transfer Notice. If the price set forth in such

notice includes consideration other than cash, the cash equivalent of the non-cash consideration

shall be determined by an independent appraisal firm mutually acceptable to the Company and

the Selling Party. To exercise the Right of First Refusal under this Section 3.1(d), the Company

must deliver a notice of its election to the Selling Party (the “Company Notice”) within thirty

(30) days after receipt of the Proposed Transfer Notice. The Company shall effect the purchase

of the Restricted Securities, including payment of the purchase price, not more than fifteen (15)

business days after the Company’s delivery of the Company Notice, and at such time the Selling

Party shall deliver to the Company the certificate(s) representing the Restricted Securities to be

purchased by the Company, each certificate to be properly endorsed for Transfer. The Restricted

Securities so purchased shall thereupon be cancelled and cease to be issued and outstanding

shares of the Company’s capital stock.

(e)Upon the earlier of (i) the expiration of the thirty (30) day period for the

Company to provide the Company Notice and (ii) the Company’s notification to the Selling

Party that it will not exercise the Right of First Refusal (the “Permitted Sale Trigger Date”), the

Selling Party may Transfer the Restricted Securities to the proposed transferee not later than

ninety (90) calendar days following the Permitted Sale Trigger Date at a price not less than, and

upon terms no more favorable in the aggregate to the proposed transferee than those specified in

the Proposed Transfer Notice.

(f)Notwithstanding the foregoing, the Right of First Refusal will not apply to

any of the following Transfers (collectively the “Exempted Transfers”): (i) in the case of a

Selling Party that is an entity, upon a Transfer by such Selling Party to its stockholders,

members, partners or other equity holders; (ii) any Transfers made to an Affiliate of such Selling

Party; provided that such Selling Party shall continue to be bound by all provisions of this

Agreement following such Transfer; (iii) Transfers to other Investors; (iv) Transfers to the

Company; and (v) Transfers to a Person who, at the time of such Transfer is an officer, director

or stockholder of the Company. “Affiliate” means, for the purposes of this Section 3 only, with

respect to any potential transferor, any other entity that directly or indirectly, controls, is

controlled by or is under common control with such entity, including, without limitation, any

subsidiary, general partner, managing member, officer or director of such Selling Party, or any

venture capital fund now or hereafter existing which is controlled by one or more general

partners or managing members of, or shares the same management company with, such

transferor.

(g)In addition to the Exempted Transfers listed in 3.1(f) above, the Right of

First Refusal will not apply any of the following Transfers by the Key Holders: (i) any Transfer

or Transfers which in the aggregate, over the term of this Agreement, amounts to no more than

7,866,000 shares of the Company’s capital stock (as adjusted for stock splits, dividends and the

like), (ii) any Permitted Transfer, or (iii) any bona fide gift to a third party that is not an Affiliate.

(h)In the event of any Transfer made pursuant to one of the exemptions

provided by subsections (f) or (g) above: (i) the transferor will inform the Company in writing of

such Transfer, prior to effecting it and (ii) the transferee, pledgee or donee will enter into a

written agreement to be bound by and comply with all provisions of this Agreement, as if it were

an original holder of Restricted Securities under this Agreement, including without limitation

Section 3.

(i)The Right of First Refusal shall terminate immediately prior to the

consummation of the first public offering of securities of the Company.

3.2Transfer Restrictions. Any Transfer of Series G Preferred Stock by a Selling

Party will be subject to the following restrictions (the “Transfer Restrictions”), except as such

Transfer may otherwise be approved by the Board:

(a)Restricted Securities may be Transferred (i) pursuant to the Series G Co-

Sale Agreement without limit on the number of transferees or (ii) pursuant to a Transfer which,

when taken together with prior Transfers under this clause (ii), does not result in an increase in

the number of the Company’s holders of record, in the aggregate, by more than twenty (20)

investors for shares of Series G Preferred Stock held by Google and ten (10) investors for shares

of Series G Preferred Stock held by Fidelity; provided that any such Transferee must be an

accredited investor (as defined in the Securities Act) and Transfers of the type described in

clauses (iii), (iv), (v) and (vi) of Section 3.1(f) shall not count against the limitation described in

this Section 3.2(a)(ii).

(b)Restricted Securities may not be Transferred to a competitor of the

Company’s satellite or launch businesses (as reasonably determined by the Board of Directors of

the Company in its sole discretion at the time of any such proposed Transfer);

(c)Restricted Securities may only be Transferred to transferees if the

transferees are United States Persons and neither the transferees nor any of their Affiliates are on

any Denied Persons List maintained by the U.S. Department of Commerce or any other similar

U.S. Denied Persons List (as reasonably determined by the Company’s Board of Directors at the

time of any proposed Transfer);

(d)Restricted Securities Transferred or received by a transferee under this

Section 3 will continue to be subject to the Transfer restrictions set forth in this Agreement

provided that such Transfer restrictions are in force in accordance with the terms of this

Agreement;

(e)any purchaser or transferee of Restricted Securities under this Section 3

will execute a counterpart signature page to this Agreement and, unless previously terminated in

accordance with its terms, the Series G Voting Agreement agreeing to be bound by the terms of

each such agreement and will make representations and warranties to the Company equivalent to

those contained in Section 3 of the Series G Stock Purchase Agreement; and

(f)any sale by a Selling Party holding Series G Preferred Stock other than

Google, Fidelity and any party who acquired Restricted Securities pursuant to an Exempted

Transfer shall only be permitted if such Selling Party Transfers all, but not less than all, the

shares of Series G Preferred Stock held by such Selling Party to a single transferee.

3.3Company Efforts. The Company will cooperate with the holders of shares of

Series G Preferred Stock to sell any shares of Series G Preferred Stock to a third party in

connection with (i) a Series G Investor’s exercise of rights pursuant to the Series G Co-Sale

Agreement and (ii) a Transfer that is exempted from restrictions on transfer or otherwise

permitted pursuant to the terms herein or otherwise by the Board of Directors, on a reasonable

efforts basis, including, without limitation, by: (a) providing current and historical financial

information, financial projections and other financial information of the Company and its

subsidiaries reasonably requested and (b) reasonably cooperating with due diligence

investigations performed by third party buyers and the negotiation of investment agreements in

connection with the proposed sale. In all cases, the Company shall control the process, timing,

access and scope of any due diligence conducted by any proposed third party transferee as it

deems reasonably necessary to minimize disruption to the business and operations of the

Company and to protect confidential, classified, or competitively sensitive materials.

3.4Amendments on Restrictions on Transfer.

(a)For so long as either (i) the Series G Investors collectively hold at least

50% of the Series G Preferred Stock originally purchased by such Series G Investors pursuant to

the Series G Stock Purchase Agreement (or Common Stock upon conversion thereof) (as

adjusted for stock splits, stock dividends and the like) or (ii) at least 50% of the Series G

Preferred Stock issued pursuant to the Series G Stock Purchase Agreement (or Common Stock

upon conversion thereof) (as adjusted for stock splits, stock dividends and the like) remains

outstanding, to the extent the Company intends to authorize and issue a new series of preferred

stock of the Company, the parties hereby agree that prior to the issuance of any Shares, including

any shares of such newly created series of preferred stock, the Company shall ensure that the

Transfer rights or restrictions applicable to such newly created Shares are not materially more

favorable or materially less restrictive than the Transfer rights and restrictions then applicable to

the Series G Preferred Stock.

(b)For so long as either (i) the Series G Investors collectively hold at least

50% of the Series G Preferred Stock originally purchased by such Series G Investors pursuant to

the Series G Stock Purchase Agreement (or Common Stock upon conversion thereof) (as

adjusted for stock splits, stock dividends and the like) or (ii) at least 50% of the Series G

Preferred Stock issued pursuant to the Series G Stock Purchase Agreement (or Common Stock

upon conversion thereof) (as adjusted for stock splits, stock dividends and the like) remains

outstanding, to the extent an Investor other than a Series G Investor becomes subject to the right

of first refusal and Transfer Restrictions set forth in Section 3.1 and Section 3.2 of this

Agreement, the Company shall not amend or waive such rights or Transfer Restrictions with

respect to such Investor to make them materially more favorable or materially less restrictive

than the Transfer rights and restrictions then applicable to the Series G Preferred Stock.

4.Miscellaneous.

4.1Termination of Entire Agreement Upon Change of Control. This Agreement

shall terminate, and have no further force and effect, when the Company shall sell, convey, or

otherwise dispose of all or substantially all of its property or business or merge into or

consolidate with any other entity (other than a wholly-owned subsidiary corporation) or effect

any other transaction or series of related transactions in which more than fifty percent (50%) of

the voting power of the Company is disposed of, provided that this Agreement shall not be

terminated following a merger effected solely for the purpose of changing the domicile of the

Company.

4.2Successors and Assigns. Except as otherwise provided in this Agreement, the

terms and conditions of this Agreement shall inure to the benefit of and be binding upon the

respective permitted successors and assigns of the parties (including Transferees of any of the

Restricted Securities). This Agreement shall apply to any additional capital stock of the

Company acquired after the effective date hereof by the Investors that are a party hereto.

Nothing in this Agreement, express or implied, is intended to confer upon any party other than

the parties hereto or their respective successors and assigns any rights, remedies, obligations, or

liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

The Company shall not be permitted to assign its rights under Section 3.

4.3Founders Fund. Notwithstanding any provision of this or any other Agreement

to the contrary (and without expanding any restrictions set forth herein or therein): (a) any

Permitted Founders Fund Entity may Transfer all or any of its shares of Company stock and any

or all rights under this Agreement to any other Permitted Founders Fund Entity without

restriction (other than compliance with applicable laws), provided that in order to Transfer any

rights under this Agreement, any transferee agrees to be bound by the same restrictions such

transferor is or was subject to under this Agreement and (b) the share ownership of all Permitted

Founders Fund Entities shall be aggregated together for purposes of determining whether any

Permitted Founders Fund Entity is entitled to any rights under this Agreement, except in

circumstances where the holders of a majority of the shares of capital stock held by the Permitted

Founders Fund Entities decline in writing to aggregate the shares of a Permitted Founders Fund

Entity. A “Permitted Founders Fund Entity” shall be defined as The Founders Fund, LP, The

Founders Fund II, LP, The Founders Fund II Entrepreneurs Fund, LP, The Founders Fund II

Principals Fund, LP, The Founders Fund III, LP, The Founders Fund III Entrepreneurs Fund, LP,

The Founders Fund III Principals Fund, LP, Lembas LLC, Lembas II LP, Lembas III LP,

retirement accounts held on behalf of any partner/managing member, or any partner/managing

member or affiliate of any Permitted Founders Fund Entity.

4.4Valor’s Fund. Notwithstanding any provision of this or any other Agreement to

the contrary (and without expanding any restrictions set forth herein or therein): (a) any

Permitted Valor Entity may Transfer all or any of its shares of Company stock and any or all

rights under this Agreement to any other Permitted Valor Entity without restriction (other than

compliance with applicable laws), provided that in order to Transfer any rights under this

Agreement, any transferee agrees to be bound by the same restrictions such transferor is or was

subject to under this Agreement and (b) the share ownership of all Permitted Valor Entities shall

be aggregated together for purposes of determining whether any Permitted Valor Entity is

entitled to any rights under this Agreement, except in circumstances where the holders of a

majority of the shares of capital stock held by the Permitted Valor Entities decline in writing to

aggregate the shares of a Permitted Valor Entity. A “Permitted Valor Entity” shall be defined as

Valor R&D Series, LLC – Series F, Valor R&D Series, LLC – Series H, Valor Equity Partners

III L.P., Valor Equity Partners III-A L.P., Valor Equity Partners IV L.P., Valor Equity Partners

IV-A L.P., Valor Equity Partners IV-B L.P., Valor Space Holdings, LLC, Valor M33 L.P., Valor

IV Space Holdings, LLC, Valor M33 II L.P., Valor M33 III L.P., Valor M33 IV L.P., Valor V

Space Holdings L.P., Valor Equity Partners V L.P., Valor Equity Partners V-A L.P., and Valor

Equity Partners V-B L.P. and any partner/managing member or affiliate of any Permitted Valor

Entity. For the avoidance of doubt, Permitted Valor Entity shall not include limited partners of

Valor Equity Partners III, L.P., Valor Equity Partners III-A L.P., Valor Equity Partners IV L.P.,

Valor Equity Partners IV-A L.P., Valor Equity Partners IV-B, L.P., Valor Space Holdings, LLC,

Valor M33 L.P., Valor IV Space Holdings LLC, Valor M33 II L.P., Valor M33 III L.P., Valor

M33 IV L.P., Valor V Space Holdings L.P., Valor Equity Partners V L.P., Valor Equity Partners

V-A L.P., and Valor Equity Partners V-B L.P. , who are not otherwise affiliates.

4.5Amendments, Waivers and Joinders. Subject to the terms of Section 3.1(i), any

term of this Agreement may be amended or waived only with the written consent of the

Company and the holders of a majority of the voting power of outstanding Registrable

Securities; provided that: (i) subject to Section 4.6 below, for so long as the Series G Investors

continue to hold an aggregate of at least 50% of the shares of Series G Preferred Stock purchased

pursuant the Series G Stock Purchase Agreement (or the Common Stock issued upon conversion

thereof), which number is subject to appropriate adjustment for all stock splits, stock dividends,

combinations, reclassifications and the like, this Agreement may only be amended in a manner

that adversely affects the rights of the Series G Investors with the written consent of the

Company and the holders of at least two-thirds of the Registrable Securities then held by the

Series G Investors; (ii) for so long as Fidelity holds at least 50% of the shares of the Company’s

Series G Preferred Stock originally purchased by Fidelity pursuant to the Series G Stock

Purchase Agreement, Section 1 and Sections 2.1 through 2.3 of this Agreement may only be

amended in a manner that adversely affects the rights of Fidelity with the written consent of the

Company and Fidelity; (iii) for so long as the Permitted Valor Entities hold an aggregate of

1,000,000 shares of Preferred Stock (or the Common Stock issued upon conversion thereof),

Section 4.4 of this Agreement may only be amended with the written consent of the holders of a

majority of the Registrable Securities then held by the Permitted Valor Entities; and (iv) for so

long as the Permitted Founders Fund Entities hold an aggregate of 1,000,000 shares of Preferred

Stock (or the Common Stock issued upon conversion thereof), Section 4.3 of this Agreement

may only be amended with the written consent of the holders of a majority of the Registrable

Securities then held by the Permitted Founders Fund Entities. Any amendment or waiver

effected in accordance with this paragraph shall be binding upon each party to the Agreement,

whether or not such party has signed such amendment or waiver, each future holder of all such

Registrable Securities, and the Company. Persons who acquire the Restricted Securities of the

Company (or shares of a new series of the Company’s preferred stock which may from time to

time come into existence) in the future may become a party to this Agreement, at the Company’s

discretion, by execution of a joinder, and the Investors hereby consent to such joinder. The

Company and the Investors agree that for the purposes of this Section 4.5 and any other Section

herein that references a vote, approval or consent of holders of a majority of the voting power of

outstanding Registrable Securities (including, without limitation, Section 1.13), in order to give

effect to the voting power assigned to each class of stock of the Company, the term “Registrable

Securities” shall mean the Preferred Stock, Class A Common Stock and Class B Common Stock

held by the parties hereto without being deemed converted into Class A Common Stock unless

such shares have actually been converted into Class A Common Stock pursuant to the terms of

the Restated Certificate.

4.6Additional Investors. Notwithstanding anything to the contrary contained in this

Agreement (including, without limitation, Section 4.5) the Company may make such

amendments to this Agreement as it deems appropriate to provide purchasers of capital stock

from the Company (“Additional Investors”) with rights or impose upon such Additional

Investors restrictions or obligations under this Agreement without the consent of any Investor as

long as such rights are no more favorable and such restrictions and obligations are no less

restrictive to such Additional Investors than the rights, restrictions and obligations applicable to

the Series G Investors under this Agreement or any amendment to this Agreement, and any

Additional Investor may become a party to this Agreement by executing and delivering an

additional counterpart signature page to this Agreement and shall be deemed an “Investor,” and

a party hereunder.

4.7Notices. Unless otherwise provided, any notice required or permitted by this

Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered

personally or by overnight courier or sent by fax, or forty-eight (48) hours after being deposited

in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party

to be notified at such party’s address or fax number as set forth on the signature page, Exhibit A,

Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit F, Exhibit G, Exhibit H, Exhibit I, Exhibit J,

Exhibit K, Exhibit L, Exhibit M or Exhibit N hereto or as subsequently modified by written

notice.

4.8Severability. If one or more provisions of this Agreement are held to be

unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.

In the event that the parties cannot reach a mutually agreeable and enforceable replacement for

such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of

the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of

the Agreement shall be enforceable in accordance with its terms.

4.9Governing Law. This Agreement and all acts and transactions pursuant 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 laws.

4.10Counterparts. This Agreement may be executed in two or more counterparts

(including by facsimile or PDF), each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument.

4.11Titles and Subtitles. The titles and subtitles used in this Agreement are used for

convenience only and are not to be considered in construing or interpreting this Agreement.

4.12Aggregation of Stock. All shares of the Preferred Stock (including shares of

Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred

Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H

Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock,

Series L Preferred Stock, Series M Preferred Stock and Series N Preferred Stock) and shares of

Common Stock issued upon conversion thereof held or acquired by affiliated entities or Persons

shall be aggregated together for the purpose of determining the availability of any rights under

this Agreement.

4.13Integration. This Agreement represents the entire agreement and understanding

between the parties with respect to the subject matter hereof. Without limiting the foregoing, this

Agreement amends and restates in its entirety the Existing Investors’ Rights Agreement.

4.14Director Reimbursement. The Company shall reimburse the members of the

Company’s Board of Directors for customary and reasonable expenses incurred in attending

meetings of the Company’s Board of Directors not to exceed $2,000 for each meeting.

(Signature pages follow)

IN WITNESS WHEREOF, the undersigned have executed this AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT as of the date set forth above.


COMPANY
COMPANY
SPACE EXPLORATION TECHNOLOGIES CORP.

By:	/s/ Bret Johnsen
Name:	Bret Johnsen
Title:	Chief Financial Officer

Address for Notice:
		Address:
		Tel:
		Fax:

With a Copy to:

Name:	Tim Hughes
Title:	Assistant Secretary

		Address:
		Tel:
		Fax: