AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 4.2

AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

This Amendment (this “Amendment”) to that Amended and Restated Investors’ Rights Agreement dated July 11, 2023 (the “IRA”) made by and among Lendbuzz Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A attached hereto (the “Investors”) and the stockholders listed on Schedule B attached hereto (the “Key Holders”, and together with the Company and the Investors, the “Parties”), is entered into as of August 15, 2023 (the “Effective Date”) by and among the Parties to the IRA.

W I T N E S S E T H

WHEREAS, certain Parties to the IRA have entered into the IRA on July 11, 2023; and

WHEREAS, the Company and certain of the Investors are parties to the Series D-1 Preferred Stock Purchase Agreement, as amended on the date hereof (the “Purchase Agreement”), pursuant to which certain of the Investors have agreed to purchase shares of the Series D-1 Preferred Stock, par value $0.001 per share (the “Series D-1 Preferred Stock”) and of the Series D-1A Preferred Stock, par value $0.001 per share (the “Series D-1A Preferred Stock”); and

WHEREAS, the Key Holders and the Company desire to further induce certain of the Investors to purchase the Series D-1 Preferred Stock and Series D-1A Preferred Stock under the Purchase Agreement; and

WHEREAS, the Company and the Parties to the IRA constituting the Preferred Majority wish to further amend, and modify certain terms of the IRA in accordance with Section 6.6 to the IRA;

NOW THEREFORE, in consideration of the mutual promises and undertakings as stipulated herein and therein the Parties to the IRA have agreed as follows:

1. Interpretation. Capitalized terms contained herein shall have the same meaning ascribed to them in the IRA unless a different meaning is expressly ascribed to such term herein.

2. Section 1 of the IRA shall be amended as follows:

2.1. The definition of “Preferred Stock” shall be replaced in its entirety to read as follows:

“Preferred Stock” means, collectively, shares of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-2 Preferred Stock, Series C-2A Preferred Stock, Series D-A Preferred Stock, Series D Preferred Stock, andSeries D-1 Preferred Stock and Series D-1A Preferred Stock.

2.2. The following definition shall be added:

“Series D-1A Preferred Stock” means Preferred D-1A Stock par value $0.001 per share.

3. Section 4.1(d) of the IRA shall be replaced in its entirety, to read as follows:

“(d) The right of first offer in this Subsection 4.1 shall not be applicable to (i) Exempted Securities (as defined in the Company’s Certificate of Incorporation); (ii) shares of Common Stock issued in the IPO; and (iii) the issuance of shares of Series D-1 Preferred Stock and Series D-1A Preferred Stock to Additional Purchasers pursuant to Section 1.1(c) of the Purchase Agreement.”

4. Except as amended herein, all other provisions of the IRA shall remain in full force and effect.

5. This Amendment shall enter into effect immediately following the Effective Date and shall be deemed an integral and inseparable part of the IRA and the IRA shall be qualified by, and read together with, this Amendment.

6. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.

[Remainder of Page was Intentionally Left Blank; Signature Pages Follow]

[Lendbuzz – Amendment to Amended and Restated Investors’ Rights Agreement]

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

COMPANY:
LENDBUZZ INC.
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:
		(print)
Title:		CEO
Address:

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

INVESTORS:
Delaware Life Insurance Company
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:		Authorized Signer

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

[Lendbuzz – Amendment to Amended and Restated Investors’ Rights Agreement]

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

INVESTORS:

MUFG INNOVATION PARTNERS NO. 1 INVESTMENT PARTNERSHIP

Acting through its General Partner

MUFG Innovation Partners Co., Ltd.

By:		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		President and CEO, MUFG Innovation Part

MUFG INNOVATION PARTNERS NO. 2 INVESTMENT PARTNERSHIP

Acting through its General Partner

MUFG Innovation Partners Co., Ltd.

By:		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		President and CEO, MUFG Innovation Part

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

INVESTORS:

ITHAN CREEK MASTER INVESTORS (CAYMAN) L.P.

By: Wellington Management Company LLP, as investment adviser

By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:		Managing Director & Counsel

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

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

INVESTORS:
OG TECH VENTURES INTERNATIONAL LTD.
By:		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:		DIRECTOR

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

[Lendbuzz – Amendment to Amended and Restated Investors’ Rights Agreement]

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

INVESTORS:
83NORTH IV LIMITED PARTNERSHIP
By:		83 North IV G.P. L.P, its general partner
By:		83 North Manager IV, Ltd., its ultimate general partner
By:		83 North 2017 Ltd.
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇   /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇    ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		CFO        Partner
83NORTH FXV IV LIMITED PARTNERSHIP
By:		83North FXV III G.P. L.P, its general partner
By:		83North FXV Manager, Ltd., its ultimate general partner
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇   /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇    ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		CFO        Partner
83NORTH VII LIMITED PARTNERSHIP
By:		83North FXV III GP. L.P, its general partner
By:		83North FXV Manager, Ltd., its ultimate general partner
By:		/s/ ▇▇▇▇▇▇ ▇▇▇▇▇   /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇▇▇▇▇    ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		CFO        Partner

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

INVESTORS:
▇▇▇▇▇ COMMUNICATIONS LTD.
By:		/s/ ▇▇▇ ▇▇▇▇▇
Name:		▇▇▇ ▇▇▇▇▇
Title:		Ceo
/s/ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

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

INVESTORS:

▇▇▇▇▇ PORTFOLIO ENTERPRISE L.P
By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇
Title:		General Partner
/s/ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

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

INVESTORS:

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇

(By power of attorney to the Company’s CEO)

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

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

INVESTORS:

▇▇▇▇▇ CREDIT ALTERNATIVE LENDING II (LB) SPV, LIMITED PARTNERSHIP

By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇     /s/ ▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇      ▇▇▇ ▇▇▇▇▇▇
Title:		Founder & General Partner  General Partner
▇▇▇▇▇ CREDIT ▇▇▇ ▇▇, L.P. (Formerly ▇▇▇▇▇ Credit VI, L.P)
By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇      /s/ ▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇       ▇▇▇ ▇▇▇▇▇▇
Title:		Founder & General Partner General Partner

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

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

INVESTORS:

LENDBUZZ GCP HOLDINGS LLC

(Signing by means of power of attorney by and on behalf of the ▇▇▇▇▇▇▇▇ Group stockholders listed below)
By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title:		Managing Member-▇▇▇▇▇▇▇▇ ▇▇ LLC

▇▇▇▇▇▇▇▇ Group Stockholders:

▇▇▇▇▇▇▇▇ Capital Investors LLC

Asterias Resources Ltd.

Elmo Capital US LLC

Adi Livnat

Waverly Abby Gate Partners

▇▇▇▇▇▇ ▇▇▇▇▇▇ Assets Ltd.

▇▇▇▇▇▇ Gal ▇▇▇▇▇▇

Mol Ventures Ltd.

HWK21 LLC

▇▇▇▇▇ ▇▇▇▇▇▇

Aguri Holdings & Investments Ltd.

▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇ Dar

▇▇▇▇ ▇▇▇▇

Lardan Consultants (2001) Ltd.

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT