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).
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.
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.
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”).
