0001193125-12-046715 Sample Contracts

FACEBOOK, INC. FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware

This Indemnification Agreement (“Agreement”) is effective as of , by and between Facebook, Inc., a Delaware corporation (the “Company” or “Facebook”), and (“Indemnitee”). For purposes of this Agreement, the “Company” shall be deemed to include Facebook and its subsidiaries, as appropriate.

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EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • California

This letter agreement amends and restates that certain offer letter entered into between you and Facebook, Inc. (the “Company”) on September 24, 2008. You began your employment with the Company on October 20, 2008 (your “Start Date”). Your continued employment by the Company shall be governed by the following terms and conditions (this “Agreement”).

FORM OF “TYPE 1” HOLDER VOTING AGREEMENT
Holder Voting Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware

This Holder Voting Agreement (the “Agreement”) is made as of the day of , , by and among Facebook, Inc., a Delaware corporation (f/k/a TheFacebook, Inc., the “Company”), (the “Stockholder”) and Mark Zuckerberg (the “Proxyholder”).

FACEBOOK INC. CONVERSION AGREEMENT
Conversion Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • California

This Conversion Agreement (this “Agreement”), is made as of February 19, 2010 by and among Facebook, Inc., a Delaware corporation (the “Company”), Digital Sky Technologies Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“DST”), and DST Global Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“DSTG”).

January 27, 2012 David Ebersman Facebook, Inc. Menlo Park, CA 94025 Dear David:
Employment Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc.

This letter agreement amends and restates the offer letter entered into between you and Facebook, Inc. (the “Company”), dated September 9, 2009.

FACEBOOK, INC. SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • California

This Sixth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of December 27, 2010 by and among Facebook, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and other capital stock set forth on Exhibit A to this Agreement (the “Investors”).

FORM OF “TYPE 2” HOLDER VOTING AGREEMENT
Holder Voting Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware

This Holder Voting Agreement (this “Agreement”) is made as of the day of , 20 , by and among Facebook, Inc., a Delaware corporation (the “Company”), (together with its successors, “Stockholder”), and Mark Zuckerberg (“Proxyholder”).

FORM OF “TYPE 3” HOLDER VOTING AGREEMENT
Holder Voting Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware

This Holder Voting Agreement (this “Agreement”) is made as of the day of , 20 , by and among Facebook, Inc., a Delaware corporation (the “Company”), (each, together with its successors, a “Stockholder” and collectively, “Stockholders”), and Mark Zuckerberg (“Proxyholder”).

January 27, 2012 Mike Schroepfer Facebook, Inc. Menlo Park, CA 94025 Dear Mike:
Offer Letter • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc.

This letter agreement amends and restates the offer letter entered into between you and Facebook, Inc. (the “Company”), dated August 6, 2008.

LEASE WILSON MENLO PARK CAMPUS, LLC, a Wisconsin limited liability company Landlord, and FACEBOOK, INC., a Delaware corporation Tenant
Lease Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • California

The Reference Pages information is incorporated into and made a part of the Lease. In the event of any conflict between any Reference Pages information and the Lease, the Lease shall control. The Lease includes Exhibits A through F, all of which are made a part of the Lease.

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