STRICTLY CONFIDENTIALEquity Financing Commitment • May 25th, 2022 • Musk Elon • Services-computer programming, data processing, etc. • Delaware
LIMITED GUARANTEE OF ELON MUSKLimited Guarantee • April 27th, 2022 • Musk Elon • Services-computer programming, data processing, etc. • Delaware
This LIMITED GUARANTEE, dated as of April 25, 2022 (this “Limited Guarantee”), by Elon Musk (the “Guarantor”), in favor of Twitter, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement (as defined below) shall have the meanings ascribed to them in the Merger Agreement.
STRICTLY CONFIDENTIALEquity Financing Commitment • May 5th, 2022 • Musk Elon • Services-computer programming, data processing, etc. • Delaware
ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • October 31st, 2022 • Musk Elon • Services-computer programming, data processing, etc.
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 27, 2022 is by and among X Holdings I, Inc., a Delaware corporation (“Parent”) and Elon R. Musk (the “Principal Stockholder”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
Skadden, Arps, Slate, Meagher & Flom llpMerger Agreement • July 8th, 2022 • Musk Elon • Services-computer programming, data processing, etc.
We refer to (i) the Agreement and Plan of Merger by and among X Holdings I, Inc., X Holdings II, Inc. and Twitter, Inc. dated as of April 25, 2022 (the “Merger Agreement”) and (ii) our letter to you dated as of June 6, 2022 (the “June 6 Letter”). As further described below, Mr. Musk is terminating the Merger Agreement because Twitter is in material breach of multiple provisions of that Agreement, appears to have made false and misleading representations upon which Mr. Musk relied when entering into the Merger Agreement, and is likely to suffer a Company Material Adverse Effect (as that term is defined in the Merger Agreement).
