Standard Contracts
TWITTER, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 4, 2021 0% Convertible Senior Notes due 2026Indenture • March 4th, 2021 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of March 4, 2021 between TWITTER, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Twitter, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • October 24th, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
Twitter, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [—] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [—] additional shares (the “Optional Shares”) of the Company’s Common Stock, par value $0.000005 per share (the “Stock”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
To: Twitter, Inc.Base Call Option Transaction • March 4th, 2021 • Twitter, Inc. • Services-computer programming, data processing, etc.
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [______] (“Dealer”) and Twitter, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
ContractWarrant Agreement • July 12th, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc. • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
REVOLVING CREDIT AGREEMENT dated as of October 22, 2013 among TWITTER, INC., The Lenders Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent MORGAN STANLEY SENIOR FUNDING, INC. and J.P. MORGAN SECURITIES LLC, as Joint Lead...Revolving Credit Agreement • October 22nd, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
REVOLVING CREDIT AGREEMENT dated as of October 22, 2013 among TWITTER, INC., as Borrower, the LENDERS party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
Twitter, Inc. Purchase AgreementPurchase Agreement • December 9th, 2019 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
Twitter, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom you are acting as representative (the “Representative”), an aggregate of $700,000,000 principal amount of its 3.875% Senior Notes due 2027 (the “Securities”).
REVOLVING CREDIT AGREEMENT dated as of August 7, 2018 among TWITTER, INC., The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMorgan Chase Bank, N.A., as Sole Lead Arranger and Sole BookrunnerRevolving Credit Agreement • August 10th, 2018 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
REVOLVING CREDIT AGREEMENT dated as of August 7, 2018 among TWITTER, INC., as Borrower, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
PREFERRED STOCK RIGHTS AGREEMENT Dated as of April 15, 2022 between TWITTER, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights AgentPreferred Stock Rights Agreement • April 18th, 2022 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
This Preferred Stock Rights Agreement (this “Agreement”), dated as of April 15, 2022, is between Twitter, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). Each of the Company and the Rights Agent are sometimes referred to as a “Party.” All capitalized terms used in this Agreement have the meanings given to them in Section 1.
To: Twitter, Inc. 1355 Market Street, Suite 900 San Francisco, CA 94103 Attention: Treasurer With a copy to: General Counsel Telephone No.: Facsimile No.: Re: [Base][Additional] Call Option TransactionCall Option Transaction • September 17th, 2014 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
October 1, 2013Employment Agreement • October 22nd, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc.
This letter agreement (the “Agreement”) is entered into between Twitter, Inc., a Delaware corporation (“Company” or “we”) and you. This Agreement is effective as of the date you sign this Agreement, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
0% Convertible Senior Notes Due 2026 Purchase AgreementPurchase Agreement • March 4th, 2021 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
Twitter, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom you are acting as representatives (the “Representatives”), an aggregate of $1,250,000,000 principal amount of its 0% Convertible Senior Notes due 2026 (the “Firm Securities”), and at the option of the Representatives on behalf of the Purchasers, up to an aggregate of $187,500,000 additional principal amount of 0% Convertible Senior Notes due 2026 (the “Optional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Securities”. The Securities will be convertible into cash, shares (the “Underlying Shares”) of common stock of the Company, par value $0.000005 per share (“Stock”) or a combination of cash and Underlying Shares, at the Company’s election.
INVESTMENT AGREEMENT by and among TWITTER, INC., and SILVER LAKE PARTNERS V DE (AIV), L.P. Dated as of March 9, 2020Investment Agreement • March 9th, 2020 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
INDENTURE, dated as of March [•], 2020, between TWITTER, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 31st, 2022 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 27, 2022, between TWITTER, INC., a Delaware corporation (the “Company”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”).
DIRECTOR & OFFICER INDEMNIFICATION AGREEMENTDirector & Officer Indemnification Agreement • August 3rd, 2020 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , between Twitter, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Amended and Restated Change of Control and Involuntary Termination Protection Policy Participation AgreementChange of Control and Involuntary Termination Protection Policy Participation Agreement • February 23rd, 2018 • Twitter, Inc. • Services-computer programming, data processing, etc.
This Amended and Restated Participation Agreement (this “Agreement”) is made and entered into as of November 21, 2016 by and between Anthony Noto on the one hand, and Twitter, Inc. (the “Company”) on the other. This Agreement shall amend and supersede that certain Change of Control Severance Policy Participation Agreement (and the Policy governing that agreement) by and between Mr. Noto and the Company, dated June 30, 2014.
HOLDER VOTING AGREEMENTHolder Voting Agreement • October 3rd, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
This Holder Voting Agreement (this “Agreement”) is made as of the 28th day of July, 2011, by and among Twitter, Inc., a Delaware corporation (the “Company”), RTLC II, LLC (“Stockholder”), and J.P. Morgan Digital Growth Fund L.P.
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 11th, 2018 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
AMENDMENT No. 2 dated as of June 6, 2018 to the Revolving Credit Agreement dated as of October 22, 2013 (as amended prior to the date hereof, the “Credit Agreement”) among TWITTER, INC., a Delaware corporation (the “Borrower”), the lenders from time to time party thereto (collectively, the “Lenders”; individually, a “Lender”) and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (the “Administrative Agent”).
INNOVATOR’s PATENT AGREEMENT (IPA), Version 1.0Patent Agreement • October 3rd, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc.
This INNOVATOR’s PATENT AGREEMENT (“Agreement”) is made between the person(s) named below (collectively referred to as “Inventors”) and [COMPANY NAME], a [State of Incorporation] corporation, having a place of business at Company Address (“Company”).
MARKET SQUARE SAN FRANCISCO, CALIFORNIA OFFICE LEASE SRI NINE MARKET SQUARE LLC, a Delaware limited liability company, Landlord and TWITTER, INC., a Delaware corporation, Tenant DATED AS OF: April 20, 2011Office Lease • October 3rd, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc. • California
THIS LEASE is made as of the 20th day of April, 2011 (the “Effective Date”), between SRI NINE MARKET SQUARE LLC, a Delaware limited liability company (“Landlord”), and TWITTER, INC., a Delaware corporation (“Tenant”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 12th, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of November 14, 2011, by and among Twitter, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Investors”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 15th, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of November 14, 2011, by and among Twitter, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Investors”).
Twitter, Inc. San Francisco, CA 94103Director Appointment Agreement • April 5th, 2022 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
TWITTER, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 12th, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc. • California
This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Twitter, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).
June 11, 2015Transition Agreement • June 11th, 2015 • Twitter, Inc. • Services-computer programming, data processing, etc. • California
As we have discussed, this letter is the agreement (“Agreement”) between you and Twitter, Inc. (the “Company”) concerning the terms of your transition out of the role of the Company’s Chief Executive Officer.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 4th, 2021 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
AMENDMENT (this “Amendment”) dated as of March 1, 2021 to the Revolving Credit Agreement dated as of August 7, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among Twitter, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).
July 11, 2017 Mr. Ned Segal Via email Dear Ned,Employment Agreement • July 11th, 2017 • Twitter, Inc. • Services-computer programming, data processing, etc.
Twitter, Inc.Purchase Agreement • June 11th, 2018 • Twitter, Inc. • Services-computer programming, data processing, etc. • New York
Twitter, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), for whom you are acting as representatives (the “Representatives”), an aggregate of $1,000,000,000 principal amount of its 0.25% Convertible Senior Notes due 2024 (the “Firm Securities”), and at the option of the Representatives on behalf of the Purchasers, up to an aggregate of $150,000,000 additional principal amount of 0.25% Convertible Senior Notes due 2024 (the “Optional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Securities”. The Securities will be convertible into cash, shares (the “Underlying Shares”) of common stock of the Company, par value $0.000005 per share (“Stock”) or a combination of cash and Underlying Shares, at the Company’s election.
Twitter, Inc. San Francisco, CA 94103Agreement • April 30th, 2021 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
This letter (this “Agreement”) constitutes the agreement among (a) Twitter, Inc. (the “Company”), (b) Elliott Investment Management L.P., a Delaware limited partnership, Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (each, an “Elliott Party” and collectively, the “Elliott Parties”) and (c) Jesse A. Cohn (the “Elliott Designee”), solely for purposes of paragraphs 2, 15 and 16 below. The Elliott Parties and each Affiliate (as defined below) of each Elliott Party are collectively referred to as the “Elliott Group.” The Company, the Elliott Parties and Mr. Cohn are collectively referred to as the “Parties.” This Agreement amends and restates in full the letter agreement between the Parties dated March 9, 2020.
October 1, 2013Employment Agreement • October 22nd, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc.
This letter agreement (the “Agreement”) is entered into between Twitter, Inc., a Delaware corporation (“Company” or “we”) and you. This Agreement is effective as of the date you sign this Agreement, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
FORM OF SELLING STOCKHOLDER AGREEMENTSelling Stockholder Agreement • June 5th, 2015 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
Reference is made to that certain Agreement and Plan of Reorganization (as the same may be amended from time to time, the “Merger Agreement”), dated as of April 28, 2015, by and among Twitter, Inc., a Delaware corporation (“Acquiror”), TellApart, Inc., a Delaware corporation (the “Company”), Trinidad Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), and Fortis Advisors LLC, a Delaware limited liability company, as the Securityholders’ Agent, pursuant to which Merger Sub shall merge with and into the Company (the “Merger”), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”) and shall become a wholly-owned subsidiary of Acquiror (such transaction, the “Merger”). As a result of the Merger, the shares of capital stock of the Company (the “Company Capital Stock”) will be converted into the right to receive shares of common stock, par value of $0.0
TWITTER, INC.Letter Agreement • October 3rd, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc.
Re: Letter Agreement Regarding Certain Agreements between Twitter, Inc. (the “Company”), and RTLC, LLC, RTLC II, LLC, Compliance Matter Services, LLC, and J.P. Morgan Digital Growth Fund L.P. (in the case of J.P. Morgan Digital Growth Fund L.P., other than for purposes of Sections 3(a) and 4 hereof) (each, an “Investor” and collectively, the “Investors”)
AGREEMENT AND PLAN OF MERGER by and among X HOLDINGS I, INC., X HOLDINGS II, INC. and TWITTER, INC. Dated as of April 25, 2022Merger Agreement • April 26th, 2022 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2022 (this “Agreement”), is made by and among Twitter, Inc., a Delaware corporation (the “Company”), X Holdings I, Inc., a Delaware corporation (“Parent”), X Holdings II, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), and, solely for purposes of Sections 5.4, 6.2(d), 6.3, 6.8, 6.10, 6.11, 6.12 and 9.9 (the “Specified Provisions”), Elon R. Musk (the “Equity Investor”).
Amended and Restated Change of Control Severance Policy Participation AgreementChange of Control Severance Policy Participation Agreement • August 11th, 2014 • Twitter, Inc. • Services-computer programming, data processing, etc.
This Participation Agreement (“Agreement”) is made and entered into by and between Mike Gupta on the one hand, and Twitter, Inc. (the “Company”) on the other on August 8, 2014, and is, by mutual agreement, and is an amendment and restatement of that certain Change of Control Severance Policy Participation Agreement signed by the Company and you on September 5, 2013.
Change of Control Severance Policy Participation AgreementChange of Control Severance Policy Participation Agreement • July 1st, 2014 • Twitter, Inc. • Services-computer programming, data processing, etc.
This Participation Agreement (“Agreement”) is made and entered into by and between Anthony Noto on the one hand, and Twitter, Inc. (the “Company”) on the other.
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG TWITTER, INC., RAPTOR MERGER INC., MOPUB INC. AND FORTIS ADVISORS LLC, AS STOCKHOLDERS’ AGENT SEPTEMBER 9, 2013Agreement and Plan of Reorganization • October 3rd, 2013 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of September 9, 2013 (the “Agreement Date”), by and among Twitter, Inc., a Delaware corporation (“Acquiror”), Raptor Merger Inc., a Delaware corporation and direct wholly-owned subsidiary of Acquiror (the “Merger Sub”), MoPub Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as Stockholders’ Agent (“Stockholders’ Agent”).
