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”).
AMENDMENT NO. 1 TO PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • April 26th, 2022 • Twitter, Inc. • Services-computer programming, data processing, etc. • Delaware
This AMENDMENT NO. 1 TO THE PREFERRED STOCK RIGHTS AGREEMENT (this “Amendment”) is dated as of April 25, 2022 (the “Effective Date”), and amends the Preferred Stock Rights Agreement, dated as of April 15, 2022 (the “Rights Agreement”), by and 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”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.
