Background of the Merger

Per Share Price

Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger:

At or prior to the closing of the merger, a sufficient amount of cash will be deposited with a designated paying agent to pay the aggregate merger consideration. Once a stockholder has provided the paying agent with his, her or its stock certificates (or an affidavit of loss in lieu of a stock certificate) or customary agent’s message with respect to book-entry shares, appropriate letter of transmittal and other items specified by the paying agent, then the paying agent will pay the stockholder the appropriate portion of the aggregate merger consideration (subject to any applicable withholding taxes). For more information, see the section of this proxy statement captioned “The Merger Agreement—Paying Agent, Exchange Fund and Exchange and Payment Procedures.”

After the merger is completed, each of our stockholders will have the right to receive the per share price for each share of our common stock that such stockholder owned, as described in the section of this proxy statement captioned “The Merger Agreement—Conversion of Shares,” but will no longer have any rights as a Twitter stockholder (except that our stockholders who properly and validly exercise and perfect, and do not validly withdraw or subsequently lose, their appraisal rights will have the right to receive payment for the “fair value” of their shares, determined pursuant to an appraisal proceeding contemplated by the DGCL as described in the section of this proxy statement captioned “The Merger—Appraisal Rights”).

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalog every conversation of or among the Twitter Board, the Transactions Committee (as defined below), our representatives, or other parties.

The Twitter Board regularly evaluates Twitter’s strategic direction and ongoing business plans with a view toward strengthening Twitter’s business, furthering Twitter’s mission to serve the public conversation, and enhancing stockholder value. As part of this evaluation, the Twitter Board has, from time to time, considered a variety of strategic alternatives. These have included, among others, (1) the

continuation of, and potential improvements to, Twitter’s current business plan, with Twitter remaining an independent entity; (2) the investment in, and development of, new products, services and functionalities; (3) capital raising activities; (4) potential expansion opportunities through acquisitions, partnerships or other commercial relationships; and (5) business combinations, acquisitions and other financial and strategic alternatives, including the sale of Twitter.

Elon Musk is an active user of the Twitter platform. In March 2022, Mr. Musk Tweeted comments regarding Twitter’s business, the Twitter platform and functionality, and Twitter’s content moderation policies.

On March 26, 2022, Mr. Musk contacted Jack Dorsey, Twitter’s founder, former chief executive officer and one of Twitter’s then-current directors, to discuss the future direction of social media, including the benefits of open social protocols. Mr. Dorsey had previously communicated his views on these topics to the Twitter Board and publicly.

Also on March 26, 2022, Mr. Musk contacted Egon Durban, one of Twitter’s directors, to set up a discussion between Mr. Musk and Mr. Durban. Mr. Musk and Mr. Durban subsequently spoke on March 26, 2022 and March 27, 2022 and discussed the potential of Mr. Musk joining the Twitter Board, as well as the fact that Mr. Musk had purchased a significant stake of more than five percent of our common stock. Mr. Durban informed Bret Taylor, the chairperson of the Twitter Board, Martha Lane Fox, one of Twitter’s directors and the chairperson of Twitter’s Nominating and Corporate Governance Committee (which we refer to as the “NomGov Committee”), and Parag Agrawal, Twitter’s chief executive officer, of Mr. Musk’s communication. Messrs. Durban, Taylor and Agrawal and Ms. Lane Fox discussed Mr. Musk’s communications and determined (1) that Mr. Durban would connect Mr. Musk with Messrs. Taylor and Agrawal and Ms. Lane Fox, and they would also discuss with Mr. Musk his potential interest in joining the Twitter Board; (2) to call meetings of the NomGov Committee and of the Twitter Board to discuss Mr. Musk’s communications and potential interest in joining the Twitter Board; and (3) that Ms. Lane Fox would inform each member of the Twitter Board in advance of the Twitter Board meeting of Mr. Musk’s communications. Ms. Lane Fox subsequently informed the members of the Twitter Board of Mr. Musk’s initial communications.

On March 27, 2022, Messrs. Musk, Taylor and Agrawal discussed Mr. Musk’s interest in Twitter and potentially joining the Twitter Board. As part of that discussion, Mr. Musk stated that he was considering various options with respect to his ownership, including potentially joining the Twitter Board, seeking to take Twitter private or starting a competitor to Twitter.

On March 30, 2022, Ms. Lane Fox and Mr. Musk discussed Mr. Musk’s potential interest in joining the Twitter Board and the benefits that Mr. Musk believed he could potentially bring to Twitter as a Twitter director.

On March 31, 2022, Messrs. Agrawal and Taylor met with Mr. Musk to discuss Twitter’s business and Mr. Musk’s potential interest in joining the Twitter Board. At the meeting, Mr. Musk reiterated his interest in potentially joining the Twitter Board to help improve Twitter’s business as a director of Twitter, and that he was also considering the possibility of taking Twitter private or starting a competitor to Twitter.

On April 2, 2022, the NomGov Committee met, with Mr. Taylor, members of Twitter management and a representative of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Twitter’s outside legal counsel reporting to the Twitter Board (which we refer to as “Wilson Sonsini”), in attendance. Messrs. Durban, Taylor and Agrawal and Ms. Lane Fox each updated the NomGov Committee on their discussions with Mr. Musk. After considering, among other things, Mr. Musk’s interest in Twitter’s business, his statement that he is one of Twitter’s substantial stockholders, his active use of the Twitter

platform, his technical expertise in areas critical to Twitter’s products and technology, and the perspectives that he could bring to the Twitter Board, the NomGov Committee determined to recommend that the Twitter Board consider inviting Mr. Musk to join the Twitter Board, subject to completion of customary onboarding procedures, such as a background check and completing and signing a director onboarding questionnaire.

Also on April 2, 2022, at the direction of Mr. Taylor and the NomGov Committee, Twitter requested that J.P. Morgan attend the scheduled meeting of the Twitter Board to assist Twitter in reviewing Mr. Musk’s purported purchase of a significant stake in our common stock, Mr. Musk’s potential appointment to the Twitter Board and related matters.

On April 3, 2022, the Twitter Board met, with members of Twitter management and representatives of each of Wilson Sonsini and J.P. Morgan in attendance. Messrs. Durban, Agrawal, Taylor and Ms. Lane Fox each updated the Twitter Board on their discussions with Mr. Musk. The NomGov Committee reported on its discussions at its meeting the previous day and provided its recommendation that the Twitter Board consider inviting Mr. Musk to join the Twitter Board. In evaluating the NomGov Committee’s recommendation, the Twitter Board considered, among other things, Mr. Musk’s qualifications, business expertise, knowledge of Twitter’s business and user base and technical expertise in areas critical to Twitter’s products and technology, as well as (1) the perspectives that he could bring to the Twitter Board and benefits he could bring to Twitter’s business, strategy and brand as a Twitter director; (2) his statements that he is one of Twitter’s substantial stockholders; and (3) his active use of the Twitter platform. The Twitter Board also considered possible disruption to Twitter’s business and the potential for adverse impacts on stockholder value if Mr. Musk determined to pursue the other alternatives that he expressed an interest in considering. The representatives of Wilson Sonsini reviewed with the members of the Twitter Board their fiduciary duties. Mr. Dorsey informed the Twitter Board that he and Mr. Musk were friends, and Mr. Durban informed the Twitter Board that he had worked on unrelated matters with Mr. Musk in the past. At this and other meetings of the Twitter Board relating to Mr. Musk joining the Twitter Board, Mr. Musk’s acquisition proposal and the merger, the Twitter Board regularly met in executive session of independent directors. The Twitter Board determined to invite Mr. Musk to join the Twitter Board, subject to his completion of a background check and other customary onboarding procedures. In connection with Mr. Musk joining the Twitter Board, it was the desire of the Twitter Board that Mr. Musk enter into a cooperation agreement that included “standstill” provisions that, among other things, would limit his public statements regarding Twitter, including the making of unsolicited public proposals to acquire Twitter (but not private proposals) without the prior consent of the Twitter Board. Following the meeting, at the direction of the Twitter Board, Ms. Lane Fox called Mr. Musk to invite him to join the Twitter Board, subject to completion of customary onboarding procedures. Ms. Lane Fox also noted the desire of the Twitter Board that Mr. Musk enter into a cooperation agreement. Following that discussion, representatives of Twitter sent a copy of Twitter’s customary director onboarding questionnaire to representatives of Mr. Musk.

On April 4, 2022, Mr. Musk publicly disclosed his ownership of approximately 9.2 percent of our common stock.

Also on April 4, 2022, representatives of Twitter provided Mr. Musk with a draft of a cooperation agreement that provided for Mr. Musk’s appointment to the Twitter Board and included customary “standstill” provisions. Subsequently, Mr. Musk informed Mr. Taylor that Mr. Musk would not agree to limit his public statements regarding Twitter, but would be open to an agreement limiting his ownership of Twitter to approximately 15 percent (with any increase to be subject to future Twitter Board approval).

Later on April 4, 2022, the Twitter Board met, with members of Twitter management and representatives of Wilson Sonsini in attendance. The Twitter Board reviewed Mr. Musk’s disclosures

regarding his ownership of our common stock made earlier that day. Mr. Taylor provided an update on Mr. Musk’s response to the request that he enter into a cooperation agreement. The Twitter Board again considered the possible disruption to Twitter’s business and the possible impact on stockholder value if Mr. Musk determined to seek to acquire Twitter on an unsolicited basis, as well as the additional stockholder value that could be derived from (1) requiring Mr. Musk to negotiate the terms of a potential acquisition with the Twitter Board; and (2) ensuring that the Twitter Board had sufficient time to evaluate strategic alternatives in response to a takeover proposal from Mr. Musk. The Twitter Board also discussed terms of an agreement that would be asked of Mr. Musk if he were appointed to the Twitter Board in light of Mr. Musk’s refusal to sign the cooperation agreement previously proposed. The Twitter Board directed Twitter management and Wilson Sonsini to request that Mr. Musk, in connection with joining the Twitter Board as a director, simply enter into an agreement that would restrict Mr. Musk from purchasing more than 14.9 percent of our common stock. The Twitter Board delegated authority to each of Mr. Taylor and Ms. Lane Fox to approve the execution of such agreement by Twitter. The Twitter Board also approved increasing the size of the Twitter Board by one seat and appointing Mr. Musk to the Twitter Board to serve as a Class II director, effective upon the latest of (1) a determination by Mr. Taylor and/or Mr. Lane Fox that Mr. Musk had executed such agreement on terms consistent with those discussed by the Twitter Board and in a form acceptable to Mr. Taylor and/or Ms. Lane Fox; (2) confirmation by Mr. Musk in a manner acceptable to Mr. Taylor and/or Ms. Lane Fox that Mr. Musk was prepared to join the Twitter Board; and (3) the completion to the satisfaction of Mr. Taylor and/or Ms. Lane Fox of customary director onboarding procedures (including a customary background check of Mr. Musk and a director onboarding questionnaire by Mr. Musk).

Still later on April 4, 2022, representatives of Twitter sent Mr. Musk a draft of a letter agreement providing that (1) Twitter would appoint Mr. Musk to the Twitter Board to serve as a Class II director with a term expiring at Twitter’s 2024 Annual Meeting of Stockholders, subject to and contingent upon the provision by Mr. Musk of any information that Twitter reasonably required to complete customary director onboarding procedures (including a customary background check and director onboarding questionnaire); and (2) for so long as Mr. Musk were to serve on the Twitter Board and for 90 days thereafter, Mr. Musk would not, either alone or as a member of a group, become the beneficial owner of more than 14.9 percent of our common stock outstanding at such time. Mr. Musk and Twitter (with Mr. Taylor’s and Ms. Lane Fox’s approval) subsequently executed the letter agreement in the form sent to Mr. Musk.

On April 5, 2022, Twitter and Mr. Musk publicly announced the entry into the letter agreement. Over the next three days, Messrs. Agrawal and Musk continued to discuss Twitter’s business and products in anticipation of Mr. Musk joining the Twitter Board.

Also on April 5, 2022, Mr. Musk contacted Mr. Dorsey to ask Mr. Dorsey his perspectives on Twitter in connection with the announcement of Mr. Musk joining the Twitter Board. As part of this discussion, Mr. Dorsey shared his personal view that Twitter would be better able to focus on execution as a private company, or as a public company with Mr. Musk as a director and (as he now was) a substantial stockholder. Mr. Musk further inquired if Mr. Dorsey would stay on the Twitter Board, and Mr. Dorsey declined.

On April 8, 2022, Ms. Lane Fox informed the Twitter Board of the satisfactory completion of Mr. Musk’s background check. Mr. Taylor informed the Twitter Board of his expectation that Mr. Musk’s appointment to the Twitter Board would be effective on April 9, 2022.

On April 9, 2022, before Mr. Musk’s appointment to the Twitter Board became effective, Mr. Musk notified Messrs. Taylor and Agrawal that he would not be joining the Twitter Board and would be making an offer to take Twitter private. Mr. Agrawal informed the members of the Twitter Board of Mr. Musk’s communication.

On April 10, 2022, Twitter announced that Mr. Musk had decided not to join the Twitter Board.

Also on April 10, 2022, at Mr. Taylor’s direction, Twitter requested that Goldman Sachs attend meetings of the Twitter Board to assist in Twitter’s evaluation of a potential acquisition proposal from Mr. Musk and related matters.

On April 12, 2022, the Twitter Board met, with members of Twitter management and representatives of each of Goldman Sachs, Wilson Sonsini and Simpson Thacher & Bartlett LLP, outside legal counsel to the Twitter Board (which we refer to as “Simpson Thacher”), in attendance. Messrs. Taylor and Agrawal provided an update on their communications with Mr. Musk. The representatives of Goldman Sachs (1) provided preliminary market and trading perspectives on Twitter; (2) discussed with the Twitter Board the possibility that Mr. Musk would seek to acquire Twitter on a negotiated or unsolicited basis; and (3) discussed with the Twitter Board potential strategic alternatives available to Twitter, including continuing to execute Twitter’s business plan as an independent entity or commencing a process to solicit interest from counterparties with respect to a transaction involving Twitter. The Twitter Board and representatives of Goldman Sachs reviewed various potential strategic and financial counterparties to a strategic transaction involving Twitter, including those with whom it had previous discussions, the likelihood that each party would be interested in and have the capability to consummate an acquisition of Twitter, including, among other things, based on the regulatory, financing and other execution risks applicable to each party discussed with representatives of Goldman Sachs and Twitter’s legal advisors. The Twitter Board also discussed the possible impact on stockholder value if Mr. Musk sought to acquire Twitter on an unsolicited basis, and the additional stockholder value that could be derived from requiring Mr. Musk to negotiate the terms of an acquisition of Twitter with the Twitter Board. The Twitter Board also considered the possibility of adopting a shareholder rights plan in response to an unsolicited acquisition proposal from Mr. Musk or Mr. Musk continuing to purchase shares of our common stock in the open market, including (1) the terms of a potential shareholder rights plan and (2) whether a shareholder rights plan would be a reasonable and proportionate response to these actions by Mr. Musk. The representatives of Twitter’s legal advisors reviewed with the members of the Twitter Board their fiduciary duties. The Twitter Board also directed members of Twitter management to present Twitter management’s then current business plan for Twitter at a subsequent meeting so that the Twitter Board would be better prepared to evaluate a potential takeover proposal from Mr. Musk and other strategic alternatives, including relative to continuing to execute Twitter’s business plan as an independent entity.

On April 13, 2022, Mr. Musk delivered to Mr. Taylor a non-binding proposal to acquire Twitter, the full text of which is reproduced below. Mr. Musk also called Mr. Taylor to re-iterate that Mr. Musk’s proposal represented his best and final offer to acquire Twitter and referred Mr. Taylor to Mr. Musk’s public disclosure of the proposal scheduled for the next day for additional details with respect to the proposal.

Bret Taylor

Chairman of the Board,

I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy.

However, since making my investment I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company.

As a result, I am offering to buy 100% of Twitter for $54.20 per share in cash, a 54% premium over the day before I began investing in Twitter and a 38% premium over the day before my investment was publicly announced. My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder.

Twitter has extraordinary potential. I will unlock it.

/s/ Elon Musk    

Elon Musk

On April 14, 2022, Mr. Musk publicly disclosed his acquisition proposal. As part of the disclosure, Mr. Musk also disclosed that his acquisition proposal would be conditioned upon, among other things, (1) the receipt of any required governmental approvals; (2) confirmatory legal, business, regulatory, accounting and tax due diligence; (3) the negotiation and execution of definitive agreements providing for the proposed acquisition; and (4) completion of anticipated financing. Over the next eight days, Mr. Musk from time to time Tweeted comments that could be interpreted to refer to Mr. Musk’s acquisition proposal, which comments led the Twitter Board to believe Mr. Musk might commence an unsolicited tender offer for our common stock imminently. Also during this period and around the time of the announcement of the merger, Mr. Dorsey from time to time Tweeted about his personal views on Twitter’s history and operations as either a public or private company.    

Also on April 14, 2022, and from time to time over the next eight days, representatives of financial sponsors and institutional investors communicated to members of Twitter management and representatives of each of Goldman Sachs and J.P. Morgan their preliminary and non-specific interest in participating in a potential acquisition of Twitter, including as a financing source for an acquisition of Twitter by Mr. Musk. None of these parties (or any other party) made a proposal to acquire Twitter.

Also on April 14, 2022, the Twitter Board met, with members of Twitter management and representatives of each of Goldman Sachs, Wilson Sonsini and Simpson Thacher in attendance. Mr. Taylor provided an update on Mr. Musk’s communication the previous day. The Twitter Board reviewed the terms and conditions of Mr. Musk’s acquisition proposal with the representatives of Goldman Sachs and Twitter’s legal advisors. The representatives of Goldman Sachs provided an update on the outreach from financial sponsors and institutional investors regarding their non-specific interest in participating in a potential acquisition. As part of this discussion, the representatives of Goldman Sachs and J.P. Morgan noted that none of these parties (or any other party) made a proposal to acquire Twitter. The Twitter Board determined not to engage with these parties because (1) they had not made an acquisition proposal; and (2) Mr. Musk’s acquisition proposal had been publicly disclosed (and the subject of significant press coverage) and any interested party was free to contact Mr. Musk about participating in a potential acquisition. The Twitter Board again discussed the possibility of adopting a shareholder rights plan in response to Mr. Musk’s proposal, including (1) to reduce the likelihood that an unsolicited potential acquiror could take actions not in the best interests of all Twitter stockholders, including by seeking to obtain control of Twitter without paying all Twitter stockholders an appropriate control premium; and (2) to provide the Twitter Board with sufficient time to evaluate Mr. Musk’s proposal and other strategic alternatives available to Twitter. As part of this discussion, the Twitter Board discussed with Twitter’s legal advisors and the representatives of Goldman Sachs the terms of a potential shareholder rights plan that would be reasonable and proportionate in response to these risks. The representatives of Goldman Sachs reviewed considerations relating to shareholder rights plans, including with respect to the exercise price of rights under a potential shareholder rights plan. The representatives of Twitter’s legal advisors reviewed with the members of the Twitter Board their fiduciary duties. The Twitter Board considered strategic alternatives to an acquisition of Twitter by Mr. Musk and whether to contact other parties to solicit their interest in a potential acquisition of Twitter. The Twitter Board determined not to make such contacts based on (1) the fact that Mr. Musk’s acquisition proposal had been publicly disclosed; and (2) the Twitter Board’s assessment that other parties were unlikely to have the interest in, or capability to, acquire Twitter, including, among other things, based on the regulatory, financing and other execution risks applicable to each party discussed with representatives of Goldman Sachs and Twitter’s legal advisors. To assist in the Twitter Board in its evaluation and negotiation of Mr. Musk’s acquisition proposal and consideration of other strategic

alternatives and to provide additional feedback and guidance to members of Twitter management, the Twitter Board established a Transactions Committee of the Twitter Board (which we refer to as the “Transactions Committee”). The Transactions Committee was formed in light of (1) the possibility that Twitter management may need feedback and direction on relatively short notice; and (2) the benefits and convenience of having a subset of directors oversee and direct these matters. The Twitter Board authorized and instructed the Transactions Committee, among other things, to (1) oversee and provide assistance to Twitter management and Twitter’s advisors with respect to the exploration, evaluation, consideration, review and negotiation of the terms and conditions of any strategic alternative, including any sale of Twitter; and (2) explore, evaluate, consider, review and negotiate the terms and conditions of any strategic alternative, including any sale of Twitter, and to take such other actions with respect to any strategic alternative as the Transactions Committee deemed necessary, appropriate or advisable. The Twitter Board retained the power and authority to approve the final decision on pursuing a strategic alternative, including a sale of Twitter. It was also understood that the Twitter Board would continue to have an active role in the consideration of strategic alternatives. The Twitter Board appointed Mr. Taylor, Ms. Lane Fox and Patrick Pichette as the members of the Transactions Committee, each of whom is an independent director. The Twitter Board determined not to provide any additional compensation to the members of the Transactions Committee for their service on the Transactions Committee. After the representatives of Goldman Sachs left the meeting, the Twitter Board also approved retaining Goldman Sachs and J.P. Morgan to act as financial advisors to Twitter and the Twitter Board in connection with a potential takeover proposal from Mr. Musk and strategic alternatives thereto. The Twitter Board selected Goldman Sachs and J.P. Morgan in view of their respective qualifications, extensive expertise, international reputation, familiarity with Twitter and its business and industry, given their past experience working with Twitter and others in Twitter’s industry, and experience in similar situations. The Twitter Board also considered the advantages of engaging two financial advisors, including the additional and independent perspectives that each financial advisor could provide. Following the meeting, at the direction of the Twitter Board, Mr. Taylor communicated to Mr. Musk that the Twitter Board had received his acquisition proposal and would evaluate the course of action in the best interests of Twitter’s stockholders and be back in touch with Mr. Musk when the Twitter Board’s work was done.

Also on April 14, 2022, members of Twitter management informed Goldman Sachs and J.P. Morgan that the Twitter Board had approved retaining Goldman Sachs and J.P. Morgan to act as financial advisors to Twitter and the Twitter Board in connection with a potential takeover proposal from Mr. Musk and strategic alternatives thereto.

On April 15, 2022, the Twitter Board adopted a shareholder rights plan (which we refer to as the “rights plan”) scheduled to expire on April 14, 2023, providing for a distribution of rights to stockholders that will become exercisable if an entity, person or group acquires beneficial ownership of 15 percent or more of our outstanding common stock in a transaction not approved by the Twitter Board. In that instance, each right will entitle its holder (other than the person, entity or group triggering the shareholder rights plan, whose rights will become void and will not be exercisable) to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of $210.00 per right.

Later on April 15, 2022, Twitter publicly announced the adoption of the rights plan.

Also on April 15, 2022, the Transactions Committee met, with members of Twitter management and representatives of each of Wilson Sonsini and Simpson Thacher in attendance. The Transactions Committee discussed Mr. Musk’s acquisition proposal and other strategic alternatives available to Twitter. The Transactions Committee noted that Mr. Musk had not provided any information on financing arrangements to fund the proposed acquisition, and that additional clarity on financing and other execution risks related to the proposed acquisition would be required to better evaluate

Mr. Musk’s acquisition proposal. The Transactions Committee also discussed next steps with respect to the Twitter Board’s evaluation of Twitter’s business plan and Mr. Musk’s acquisition proposal.

On April 16, 2022, the Transactions Committee met, with members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. The Transactions Committee determined that it would be helpful to the Twitter Board’s evaluation of Mr. Musk’s acquisition proposal and other strategic alternatives available to Twitter to understand the perspectives of Twitter’s significant institutional stockholders on such matters. As such, the Twitter Board coordinated an outreach process to gather those perspectives. The Transactions Committee also discussed next steps with respect to the Twitter Board’s evaluation of Twitter’s business plan and Mr. Musk’s acquisition proposal.

On April 17, 2022, the Transactions Committee met, with members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. The Transactions Committee continued its coordination of an outreach process to Twitter’s largest institutional stockholders. The Transactions Committee also discussed Twitter’s response to Mr. Musk while the Twitter Board continued its evaluation of Mr. Musk’s acquisition proposal. Over the subsequent four days, Messrs. Taylor and Pichette held meetings with a number of Twitter’s largest institutional stockholders to discuss the perspectives of these stockholders on Mr. Musk’s acquisition proposal and Twitter more generally. As part of these meetings, these Twitter stockholders generally (1) expressed that Twitter has much opportunity, but indicated a perceived failure of historical execution; (2) expressed understanding there has been recent management change and openness to a stand-alone plan to give them confidence in the long term; and (3) encouraged the Twitter Board to seriously consider Mr. Musk’s proposal and weigh the risks of future execution. The Transactions Committee instructed Mr. Taylor to reiterate to Mr. Musk that the Twitter Board was taking Mr. Musk’s acquisition proposal seriously. Mr. Taylor did that following the meeting of the Transactions Committee.

On April 19, 2022, the Transactions Committee met, with members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. Messrs. Taylor and Pichette provided an update on their ongoing discussions with Twitter’s institutional stockholders. The representatives of Goldman Sachs and J.P. Morgan also provided an update on the outreach from financial sponsors and institutional investors regarding their non-specific interest in participating in a potential acquisition of Twitter. As part of this discussion, the representatives of Goldman Sachs and J.P. Morgan noted that none of these parties (or any other party) made a proposal to acquire Twitter. Members of Twitter management presented their then current business plan for Twitter, including their then current estimated projections of Twitter’s financial prospects and underlying assumptions and market share case sensitivities. The Transactions Committee directed Twitter management to present their then current business plan to the Twitter Board for review.

On April 20, 2022, the Twitter Board met, with members of Twitter management and representatives of each of Wilson Sonsini and Simpson Thacher in attendance. Members of Twitter management reviewed their then current business plan for Twitter, including their then current estimated projections of Twitter’s financial prospects and underlying assumptions and market share case sensitivities. The Twitter Board provided feedback with respect to these matters. The Twitter Board determined to take additional time to review the then current business plan, but instructed Twitter management to share the then current business plan with Goldman Sachs and J.P. Morgan so that both firms could begin their preliminary financial analysis of Twitter and Mr. Musk’s acquisition proposal. The Twitter Board also discussed next steps for responding to Mr. Musk’s acquisition proposal, including the need for additional clarity from Mr. Musk on equity financing and any debt financing and other closing certainty matters with respect to the proposed acquisition, and determined to request that Goldman Sachs and J.P. Morgan present their respective preliminary financial analyses of Twitter and Mr. Musk’s

acquisition proposal, that the Twitter Board wanted to consider prior to concluding how to respond to Mr. Musk’s acquisition proposal, at an upcoming meeting of the Twitter Board to be held on April 24, 2022.

On April 21, 2022, the Transactions Committee met, with members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. The Transactions Committee continued its review and discussion of Twitter’s business plan. The Transactions Committee also discussed the timing of a formal response to Mr. Musk’s acquisition proposal.

Later on April 21, 2022, Mr. Musk publicly disclosed that he and Parent had obtained commitment letters for approximately $46.5 billion in financing to fund the proposed acquisition, including (1) a debt commitment letter providing for an aggregate of $13 billion in various secured and unsecured debt financing commitments; (2) a debt commitment letter providing for an aggregate of $12.5 billion in margin loan commitments (which commitments subsequently expired, as described below); and (3) an equity commitment letter providing for a $21 billion equity financing by Mr. Musk to Parent (which commitment was subsequently increased to $33.5 billion, as described below). The equity financing commitment did not include third party beneficiary rights permitting Twitter to enforce Mr. Musk’s equity financing commitment in connection with a potential transaction. Mr. Musk also disclosed that his acquisition proposal was no longer subject to the completion of financing and business due diligence. The debt commitment letters referenced drafts of agreements and documents providing for a tender offer for our common stock that had been shared with the lenders party to the debt commitment letters, but that had not been shared with Twitter.

Still later on April 21, 2022, Twitter management sent to the members of the Twitter Board and to Goldman Sachs and J.P. Morgan an updated version of Twitter’s business plan and estimated projections of Twitter’s financial prospects, noting the changes to the business plan reviewed at the meeting of the Twitter Board the previous day, including to reflect the Twitter Board’s feedback on these matters.

On April 22, 2022, the Transactions Committee met, with other Twitter directors, members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. Messrs. Taylor and Pichette provided an update on their ongoing discussions with Twitter’s institutional stockholders. The representatives of Goldman Sachs and J.P. Morgan also reviewed Goldman Sachs’ and J.P. Morgan’s respective preliminary financial analyses of Twitter’s then current business plan. The representatives of Goldman Sachs and J.P. Morgan also reviewed the outreach from financial sponsors and institutional investors regarding their non-specific interest in participating in a potential acquisition of Twitter. As part of this discussion, the representatives of Goldman Sachs and J.P. Morgan noted that none of these parties (or any other party) made a proposal to acquire Twitter. The representatives of Goldman Sachs and J.P. Morgan reviewed the financing commitments for, and the other details with respect to, Mr. Musk’s acquisition proposal that were disclosed the previous day. The Transactions Committee noted that Mr. Musk’s disclosure provided additional clarity with respect to financing and other closing certainty risks, but that additional information regarding these matters would be helpful in the Twitter Board’s evaluation of Mr. Musk’s acquisition proposal. The Transactions Committee instructed Goldman Sachs and J.P. Morgan to contact representatives of Morgan Stanley & Co. LLC, Mr. Musk’s outside financial advisor (which we refer to as “Morgan Stanley”), to obtain additional information with respect to the debt and equity financing aspects of Mr. Musk’s acquisition proposal. Mr. Taylor confirmed with each of the other members of the Twitter Board that they concurred with this approach. Representatives of Goldman Sachs and J.P. Morgan subsequently contacted Mr. Musk’s representatives as instructed by the Transactions Committee.

Later on April 22, 2022, representatives of each of Goldman Sachs and J.P. Morgan met with representatives of Morgan Stanley to obtain additional information with respect to the debt and equity financing commitments and the financing aspects of Mr. Musk’s acquisition proposal.

On April 23, 2022, the Transactions Committee met, with other Twitter directors, members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. The representatives of Goldman Sachs and J.P. Morgan provided an update on their review of the debt and equity financing commitments to Mr. Musk’s acquisition proposal, as well as their discussions with representatives of Morgan Stanley. The Transactions Committee also discussed Twitter’s business plan, Twitter’s upcoming earnings announcements, circumstances and developments in Twitter’s industry and in the economy generally affecting the business of and trading prices of technology companies and Twitter, as well as potential next steps with respect to responding to Mr. Musk’s acquisition proposal (including the possibility of attempting to negotiate an increase in the per share price to be paid by Mr. Musk).

Later on April 23, 2022, Mr. Musk contacted Mr. Taylor requesting to speak with Mr. Taylor or other representatives of Twitter.

Still later on April 23, 2022, following Mr. Musk’s outreach, the Transactions Committee met, with members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. The Transactions Committee directed Mr. Taylor and a representative of Goldman Sachs to respond to Mr. Musk’s request, and to invite Mr. Musk to provide additional information regarding his acquisition proposal for the benefit of the Twitter Board. This conversation among Messrs. Musk and Taylor and a representative of Goldman Sachs subsequently occurred on April 23, 2022. During the conversation, Mr. Musk reiterated that his acquisition proposal represented his best and final offer, and communicated to Mr. Taylor that he would be willing to take his proposal to our stockholders. Based on the statements by Mr. Musk regarding his acquisition proposal representing his best and final offer, Mr. Taylor believed that any effort to negotiate the per share price to be paid by Mr. Musk was unlikely to be successful and risked prompting Mr. Musk to commence an unsolicited tender offer for our common stock.

Also on April 23, 2022, J.P. Morgan provided Twitter with customary relationship disclosures regarding J.P. Morgan’s relationships with Twitter and Mr. Musk’s affiliates. In addition, J.P. Morgan provided to the Twitter Board certain estimates and analyses concerning the potential impact of the proposed transaction on the convertible note hedge and warrant transactions that Twitter entered into with an affiliate of J.P. Morgan, with respect to Twitter’s convertible senior notes, which are more fully described in the section of this proxy statement captioned “—Opinion of J.P. Morgan Securities LLC—Miscellaneous.” Such estimates and analyses were based on theoretical models and various assumptions concerning the terms of the proposed transaction and market conditions and other information available to J.P. Morgan at the time.

On April 24, 2022, the Twitter Board met, with members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. Members of Twitter management reviewed Twitter’s then current business plan, including their estimated projections of Twitter’s long-term financial prospects and underlying assumptions and market share case sensitivities. The representatives of Goldman Sachs and J.P. Morgan presented their respective preliminary financial analyses of Twitter and Mr. Musk’s acquisition proposal based on Twitter’s then current business plan. The Twitter Board considered various risks associated with executing the business plan, including with respect to achieving the various market share sensitivity cases relative to Twitter’s historical market share, and authorized Goldman Sachs and J.P. Morgan to use, for purposes of performing their respective financial analyses in connection with rendering their respective fairness opinions to the Twitter Board (as more fully described in the sections of this proxy statement captioned

“—Opinion of Goldman Sachs & Co. LLC” and “—Opinion of J.P. Morgan Securities LLC”), the estimated projections of Twitter’s long-term financial performance assuming an increase in Twitter’s market share to 3.3 percent by fiscal year 2027 (relative to Twitter’s trailing 7-year historical average market share of approximately 2.1 percent) as reflected in the Unaudited Prospective Financial Information. (The term Unaudited Prospective Financial Information is defined in, and further information about the substance of the Unaudited Prospective Financial Information is contained in, the section of this proxy statement captioned “—Unaudited Prospective Financial Information.”). Mr. Taylor reviewed his April 23, 2022 conversation with Mr. Musk and shared his perspective during that conversation that any effort to negotiate the per share price to be paid by Mr. Musk was unlikely to be successful and risked prompting Mr. Musk to commence an unsolicited tender offer for our common stock. The Twitter Board concurred with Mr. Taylor’s perspective and noted that, if Mr. Musk commenced an unsolicited tender offer for our common stock, then Mr. Musk, absent a negotiated agreement with Twitter, would not be contractually committed to offer $54.20 in cash per share of our common stock or to consummate a tender offer. As such, the Twitter Board believed that if a transaction with Mr. Musk were to proceed, it would be beneficial for Twitter and its stockholders to enter into a negotiated agreement with Mr. Musk to, among other things, (1) provide increased certainty that Mr. Musk would ultimately consummate an acquisition of Twitter for the per share price; (2) ensure that the process of an acquisition was conducted in an orderly and customary manner; and (3) clarify the rights and obligations of each of Twitter and Mr. Musk in connection with an acquisition. The Twitter Board also discussed the recent general decline in trading prices of social media companies and the potential impact of the decline on the likelihood that Mr. Musk would be prepared to improve his proposal. Based on these discussions, it was the conclusion of the Twitter Board that (1) Mr. Musk would not be willing to increase the value of his acquisition proposal, and any attempts to negotiate an increase in his acquisition proposal would impose an unacceptable level of risk on Twitter and its stockholders; (2) Mr. Musk’s proposal merited further evaluation, given the preliminary financial analyses presented by Goldman Sachs and J.P. Morgan; and (3) Twitter should engage with Mr. Musk in an effort to improve the certainty of a potential acquisition for the benefit of our stockholders. The Twitter Board requested that the Transactions Committee and Twitter’s advisors engage with Mr. Musk on that basis promptly following the conclusion of that meeting, including to determine whether an agreement could be finalized with Mr. Musk with respect to an acquisition of Twitter as promptly as practicable. The Twitter Board again considered strategic alternatives to an acquisition of Twitter by Mr. Musk and whether to contact other parties to solicit their interest in a potential acquisition of Twitter. As part of this discussion, the Twitter Board reviewed discussions with Twitter’s institutional stockholders and the non-specific outreach by various financial sponsors and institutional investors regarding the possibility of participating in support of a potential acquisition by Mr. Musk, and noted that none of these parties (or any other party) made a proposal to acquire Twitter. The Twitter Board determined not to contact other parties at this time based on (1) the fact that Mr. Musk’s acquisition proposal had been publicly disclosed (and the subject of significant press coverage); (2) the Twitter Board’s assessment that other parties were unlikely to have the interest in, or capability to, acquire Twitter, including, among other things, based on the regulatory, financing and other execution risks applicable to each party discussed with representatives of Twitter’s financial and legal advisors; (3) the likelihood that other potential acquirors would require substantial due diligence, creating a delay and risk to reaching the signing of such a potential transaction; and (4) the possibility that outreach to additional counterparties could jeopardize reaching an agreement with Mr. Musk at the per share price and could cause significant disruption to Twitter.

Later on April 24, 2022, promptly following the meeting of the Twitter Board, the Transactions Committee met, with members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance, to coordinate next steps for engaging with Mr. Musk in accordance with the Twitter Board’s request. During the meeting, but before the Transactions Committee had informed Mr. Musk of the Twitter Board’s determination,

representatives of Morgan Stanley delivered a letter to Goldman Sachs and J.P. Morgan, the full text of which is reproduced below.

April 24, 2022

Bret Taylor

Chairman of the Board,

Thank you for the conversation yesterday.

We remain committed to our transaction with Twitter at $54.20 and appreciate your contact on the matter. As we discussed, $54.20 has been and will remain my best and final offer, period. This is binary – my offer will either be accepted or I will exit my position. At the time my $54.20 offer was made, it represented a 54% premium to Twitter’s share price prior to the day before my investment in Twitter began, and a 38% premium to the day before my investment in Twitter was announced. Since that time, the attractiveness of my proposal has only increased given the market’s continued correction. Had your stock traded inline with comparable social media companies, my offer would represent approximately 90% and 70% premiums to those times.

While I strongly believe that you should recommend my offer to shareholders based upon its superior value to the value of Twitter without my offer and my equity position, I recognize that you may elect not to do so. As such, I have attached a merger agreement that is “seller friendly” and that does not require you to recommend in favor of my offer. This will provide all shareholders a voice, and allow for a democratic decision consistent with Twitter’s ethos. With your cooperation, we can negotiate changes that you require to be able to announce a transaction before the market opens tomorrow that the shareholders can then vote on. I would respect the outcome of that vote if the shareholders prefer the management plan to my $54.20, and exit my position entirely if that is the outcome of the vote.

In order to provide further value and choice to shareholders (within the legal boundaries of a private, unlisted company), we are willing to explore options that allow existing shareholders (including convertible securities and other related instruments) to invest all or a portion of their proceeds into the proposed transaction. Any such rollover transaction would be structured as a separate negotiated transaction consistent with laws and regulations and not be a public offer, and would not affect the proposed $54.20 cash offer transaction.

My strong preference continues to be a negotiated transaction with you at $54.20 per share. I look forward to the board’s response to my proposal.

Elon Musk

Also during the meeting, and shortly after receipt of the letter, representatives of Skadden, Arps, Slate, Meagher & Flom LLP, Mr. Musk’s outside legal counsel (which we refer to as “Skadden”), delivered to representatives of Twitter an initial draft of the merger agreement. The Transactions Committee directed Twitter’s legal advisors to engage with representatives of Skadden to discuss the initial draft of the merger agreement. This discussion subsequently occurred.

Still later on April 24, 2022, following the discussion between Twitter’s legal advisors and representatives of Skadden, the Transactions Committee reconvened, with members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. The representatives of Twitter’s legal advisors reviewed the nature and key terms of the initial draft of the merger agreement and discussed with the Transactions

Committee potential open issues to be negotiated with Mr. Musk and Parent, including to improve the certainty of the completion of the merger for the benefit of our stockholders. Based on these discussions, the Transactions Committee directed Twitter’s legal advisors to proceed with the negotiation of the merger agreement and related transaction documents.

Also on April 24, 2022, Goldman Sachs provided the Twitter Board with customary relationship disclosures regarding Goldman Sachs’ relationships with Twitter and Mr. Musk and his affiliates. In addition, Goldman Sachs provided to Twitter management for the information of the Twitter Board materials that summarized, based on theoretical models, the potential effects of the announcement and of the consummation of an acquisition of Twitter on the convertible note hedge and warrant transactions that Twitter entered into with Goldman Sachs and other counterparties, each acting as principal for its own account, with respect to Twitter’s 0% convertible senior notes due 2026 in March 2021, as more fully described in the section of this proxy statement captioned “—Opinion of Goldman Sachs & Co. LLC—General.”

Throughout the remainder of April 24, 2022, and into April 25, 2022, Twitter, Parent and Mr. Musk and their respective legal advisors negotiated the terms of the merger agreement and related transaction documents. Key terms negotiated between the parties included (1) Twitter’s specific enforcement rights to require Parent and Mr. Musk to perform their obligations under the merger agreement and consummate the closing on the terms set forth in the merger agreement, as well as third-party beneficiary rights under the equity commitment letter to enforce Mr. Musk’s obligations to fund the equity commitment; (2) the circumstances in which a termination fee would be payable by Parent and Mr. Musk and the amount of the termination fee; (3) the availability of potential monetary damages under the merger agreement; (4) the terms and conditions applicable to Parent’s and Mr. Musk’s obligations to obtain regulatory approvals, and the closing conditions related to regulatory approvals; (5) the terms and conditions applicable to Parent’s and Mr. Musk’s obligations to complete debt financing arrangements for the acquisition, and Twitter’s obligations to assist Parent and Mr. Musk in such efforts; (6) the terms of the “no-shop” restrictions and the circumstances in which the Twitter Board could change its recommendation to its stockholders or negotiate or accept an alternative acquisition transaction; (7) the circumstances in which the merger agreement could be terminated by the parties and the applicable outside date; (8) the interim operating covenants applicable to Twitter prior to the closing of the merger and related exceptions; (9) limitations on the parties’ ability to make public statements regarding the merger; (10) the assignability of Mr. Musk’s equity financing commitments to Parent and of Mr. Musk’s limited guarantee of certain obligations under the merger agreement; and (11) the parties’ other representations, warranties and covenants.

On April 25, 2022, the Twitter Board met, with members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. Members of Twitter management and the representatives of Twitter’s legal advisors provided an update on the negotiation of the merger agreement and related transaction documents. The representatives of each of Goldman Sachs and J.P. Morgan reviewed with the Twitter Board Goldman Sachs’ and J.P. Morgan’s respective financial analyses of the $54.20 in cash per share of our common stock to be paid to the holders (other than Mr. Musk, Parent and their respective affiliates) of such shares pursuant to the merger agreement. The Twitter Board noted the customary relationship disclosures previously provided by each of Goldman Sachs and J.P. Morgan regarding their relationship with Mr. Musk and his affiliates and with Twitter; the Twitter Board did not identify any concerns with these disclosures. All of the members of the Twitter Board, and the members of Twitter management present at the meeting, were asked and confirmed that they had no discussions or arrangements with Mr. Musk or his affiliates with respect to participating with Mr. Musk in the acquisition. The representatives of Goldman Sachs discussed the procedures and process in connection with delivery of its opinion, assuming successful completion of the negotiations and finalization of the terms of the merger agreement and related transaction documents. The representatives of J.P. Morgan discussed the procedures and process in

connection with delivery of its opinion, assuming successful completion of the negotiations and finalization of the terms of the merger agreement and related transaction documents. The representatives of Twitter’s legal advisors reviewed with the members of the Twitter Board their fiduciary duties. The representatives of Twitter’s legal advisors also reviewed the key terms of the merger agreement, debt commitment letter, the margin loan commitment letter, equity commitment letter and limited guarantee. Following this discussion, the Twitter Board directed Twitter’s legal advisors to finalize the merger agreement and related transaction documents. Following the meeting, Twitter and Mr. Musk and their respective legal advisors finalized the terms of the merger agreement, the debt commitment letter, the margin loan commitment letter, the equity commitment letter and the limited guarantee.

Later on April 25, 2022, the Twitter Board met, with members of Twitter management and representatives of each of Goldman Sachs, J.P. Morgan, Wilson Sonsini and Simpson Thacher in attendance. The representatives of Twitter’s legal advisors provided an update on the negotiation of the merger agreement and related transaction documents, including updates to the final terms of the merger agreement since the earlier meeting of the Twitter Board. The representatives of each of Goldman Sachs and J.P. Morgan again reviewed with the Twitter Board Goldman Sachs’ and J.P. Morgan’s respective financial analyses of the $54.20 in cash per share of our common stock to be paid to the holders (other than Mr. Musk, Parent and their respective affiliates) of such shares pursuant to the merger agreement. The representatives of Goldman Sachs then rendered the oral opinion of Goldman Sachs, subsequently confirmed by delivery of its written opinion, dated April 25, 2022, to the Twitter Board that, as of the date of the written opinion and based upon and subject to the limitations, qualifications and assumptions set forth therein, the $54.20 in cash per share of our common stock to be paid to the holders (other than Mr. Musk, Parent and their respective affiliates) of such shares pursuant to the merger agreement was fair from a financial point of view to such holders. The representatives of J.P. Morgan then also rendered the oral opinion of J.P. Morgan (subsequently confirmed by delivery of its written opinion dated April 25, 2022) to the Twitter Board that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to holders of our common stock in the proposed transaction was fair, from a financial point of view, to such holders. Following discussion, and taking into consideration various factors, including those described in the section titled “—Recommendation of the Twitter Board and Reasons for the Merger,” the Twitter Board unanimously (1) determined that the merger agreement is advisable and the merger and the other transactions contemplated by merger agreement are advisable and in the best interests of Twitter and the Twitter stockholders; (2) authorized the execution and delivery of the merger agreement and approved the consummation of the transactions contemplated by the merger agreement, including the merger, and (3) resolved to recommend that the Twitter stockholders adopt the merger agreement and approve the transactions contemplated by the merger agreement, including the merger. In making this determination, the Twitter Board was aware of questions regarding aspects of Mr. Musk’s compliance with applicable SEC rules and regulations in connection with his Schedule 13D filing on April 4, 2022, and related litigation brought by certain of our stockholders against Mr. Musk. The Twitter Board considered, among other factors, (1) whether any non-compliance by Mr. Musk with applicable SEC rules and regulations could impact the value and certainty of any acquisition of Twitter by Mr. Musk; and (2) Twitter’s obligations, if any, in connection with any such non-compliance. The Twitter Board concluded that any non-compliance or potential non-compliance by Mr. Musk with federal securities laws was not likely to impact Mr. Musk’s ability to perform his obligations under the merger agreement. The Twitter Board was also aware of the possibility that Mr. Musk might allow certain of our stockholders to retain an equity investment in Twitter following completion of the merger in lieu of receiving all or a portion of the consideration that such stockholders would otherwise be entitled to receive in the merger. In this regard, the Twitter Board considered that Mr. Dorsey had—both at prior meetings and at this meeting—confirmed to the Twitter Board that he had no such agreement with Mr. Musk. As any such arrangements with our stockholders would be between Mr. Musk and the applicable stockholder and would not increase or

decrease the per share price paid to our stockholders in the merger, the Twitter Board did not believe that the potential for any such arrangements was materially relevant to the financial benefit of the transaction to our stockholders.

Still later on April 25, 2022, following the meeting of the Twitter Board, the applicable parties executed the merger agreement and the limited guarantee and Parent delivered to Twitter fully executed revised versions of the debt commitment letter, margin loan commitment letter and equity commitment letter. Promptly following execution of the merger agreement, Twitter and Mr. Musk publicly announced the merger agreement and the merger.

Over the subsequent months following the announcement of the merger agreement and the merger, Twitter and its representatives, and Mr. Musk and his representatives, met regularly to discuss the transaction and the remaining actions necessary to close the transaction. In connection with these discussions, in accordance with the merger agreement, Twitter has been providing Mr. Musk and his representatives with information concerning Twitter, including in response to the letters delivered on behalf of Mr. Musk reproduced below and other requests by Mr. Musk and his representatives.

On May 4, 2022, in connection with Mr. Musk’s and Parent’s financing activities for the merger, Mr. Musk and Parent amended the equity commitment letter to increase the amount of Mr. Musk’s equity financing commitment thereunder by $6.25 billion to an aggregate amount of $27.25 billion, and reduced the amount of the margin loan financing commitments under the margin loan commitment letter by $6.25 billion to an aggregate amount of $6.25 billion.

On May 5, 2022, Twitter and Mr. Musk entered into a confidentiality agreement with respect to Twitter sharing non-public information with Parent, Mr. Musk and their representatives, including pursuant to the terms of the merger agreement. Prior to entry into the merger agreement, Mr. Musk did not ask to enter into a confidentiality agreement or seek from Twitter any non-public info regarding Twitter. Twitter did not enter into a confidentiality agreement with any other third party regarding strategic alternatives to Mr. Musk’s acquisition proposal.

Also on May 5, 2022, Mr. Musk publicly disclosed that he (on behalf of Parent) was having, and would continue to have, discussions with certain existing holders of our common stock (including Mr. Dorsey) regarding the possibility of contributing shares of our common stock of such holders to Parent, at or immediately prior to the closing of the merger, in order to retain an equity investment in Twitter following completion of the merger in lieu of receiving merger consideration in the merger. Mr. Dorsey informed Twitter that his communications with Mr. Musk regarding these matters first occurred following execution of the merger agreement and that these communications may continue, and may result in Mr. Dorsey continuing to hold equity of the surviving corporation or one or more of its affiliates following the merger. There are no assurances that an agreement will result, or of the amount, if any, of Mr. Dorsey’s (or any other stockholder’s) holdings that will be contributed to Parent, or of the amount, if any, of equity of the surviving corporation or one or more of its affiliates that Mr. Dorsey (or any other stockholder other than Mr. Musk) will hold following the merger. Based solely on public filings made by Mr. Musk, the Twitter Board is aware that other stockholders may have committed to retain an equity investment in Twitter following completion of the merger in lieu of receiving all or a portion of the consideration that such stockholders would otherwise be entitled to receive in the merger. Twitter is not a party to any of these commitments.

On May 24, 2022, Mr. Musk allowed the remainder of the margin loan commitments to expire. Concurrently, Mr. Musk and Parent amended the equity commitment letter to increase the amount of Mr. Musk’s equity financing commitment thereunder by $6.25 billion to an aggregate amount of $33.5 billion.

On May 25, 2022, representatives of Skadden delivered a letter to representatives of Wilson Sonsini and Simpson Thacher, the full text of which is reproduced below.

Dear Marty and Alan:

As you know, after agreeing to acquire Twitter in reliance on Twitter’s SEC filings (as reflected in Section 4.6(a) of the merger agreement) and Twitter’s repeated statements that fake or spam accounts represent less than 5% of Twitter’s reported mDAUs, Mr. Musk was surprised to learn of the lax methodologies that Twitter employs to assess the actual prevalence of fake or spam accounts on its platform.

Given the importance of mDAUs to Twitter’s revenue model, Mr. Musk’s financing plans for the pending transaction and the transition of Twitter’s business to Mr. Musk’s ownership, Mr. Musk requested that Twitter apply more rigorous computer-aided and third-party testing to determine the prevalence of fake or spam accounts on its platform with greater certainty. Twitter has refused.

In a further effort to address Mr. Musk’s concerns, on May 9, 2022, Mr. Musk and his advisors began to send Twitter detailed requests contained in a diligence request list prepared by Mr. Musk and his advisors. Items 1.03 to 1.13 of the diligence request list contain high-priority requests for enterprise data and other information intended to enable Mr. Musk and his advisors to make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform, including requests for access to Twitter’s: (i) enterprise firehose, which comprises 100% of tweets and favoriting activity, (ii) Decahose, (iii) favoriting or “like” firehose, (iv) compliance firehose, (v) historical PowerTrack archive, and (vi) search requests with counts. To date, Twitter has failed to respond to any of these data and information requests.

Please provide the data and information requested as soon as possible, and in any event by the close of business on May 27, 2022, or state with specificity which requested data and information you are unwilling or unable to provide and the reasons therefor. Mr. Musk reserves all rights.

Sincerely,

/s/ Mike Ringler

Mike Ringler

Skadden, Arps, Slate, Meagher & Flom LLP

On May 27, 2022, representatives of Wilson Sonsini and Simpson Thacher delivered a letter to representatives of Skadden, the full text of which is reproduced below.

Dear Mike:

We write on behalf of Twitter, Inc. (“Twitter” or the “Company”) in response to your letter of May 25, 2022.

As an initial matter, Twitter vigorously disagrees with the assertion that it has “lax methodologies” for counting false or spam accounts. The Company’s 10-K for 2021 discloses Twitter’s process for calculating mDAU (monetizable daily active users), including in particular the estimated average of false or spam accounts included in mDAU. Twitter fully stands by its SEC filings.

Twitter has been actively engaged with Mr. Musk and his team since initially meeting in person on May 6 and in multiple telephonic/video sessions. Twitter has addressed the vast multitude of Mr. Musk’s information requests and has been encouraged by the parties’ ability to work together to help Mr. Musk and his team understand the Company’s business and finances so as to facilitate the consummation of the transaction and Mr. Musk’s financing.

As for Twitter’s process for calculating mDAU, which has been developed and improved over years, Twitter’s representatives have made themselves available to answer questions, including by conducting several live sessions to address this topic and providing significant written detail around the methodology and process disclosed in Twitter’s 10-K. Twitter believes the multiple communications with Mr. Musk’s team about these issues have been engaging and productive. Twitter remains available to continue the discussions on these matters.

However, as discussed on May 25 with Mr. Musk’s advisors, certain information requests, including items (i) through (vi) in your letter, seek disclosure and use of information that risks damage to the Company and significant competitive harm. As was also discussed, the request to provide access to enormous data sets of user information going back many years is unreasonable. In any event, as discussed, evaluating spam in mDAU requires the use of private user data.

Twitter intends to continue to work with Mr. Musk and his advisors to help them gain a deeper understanding of the Company’s methodology for calculating mDAU and to provide information in response to all appropriate requests pursuant to the merger agreement. Twitter reserves all contractual, legal and other rights. We look forward to working cooperatively toward the closing of the merger at our earliest opportunity.

Sincerely,

/s/ Martin W. Korman

Martin W. Korman, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

/s/ Alan M. Klein

Alan M. Klein, Esq.

Simpson Thacher & Bartlett LLP

On May 31, 2022, representatives of Skadden delivered a letter to Twitter, the full text of which is reproduced below.

Dear Ms. Gadde:

We are in receipt of correspondence from your counsel dated May 27, 2022, responding to Mr. Musk’s request for the data and information outlined in my letter to your counsel dated May 25, 2022. To date, Twitter has refused to provide the requested data and information despite daily requests for it since May 9, 2022. Mr. Musk appreciates the company’s latest efforts to further explain its own testing methodologies for spam and fake accounts, but those explanations did not change Mr. Musk’s view that those methodologies are inadequate. While Mr. Musk appreciates the company’s continued willingness to further discuss its testing methodologies, reiterating or even expanding on Twitter’s explanations is no substitute for Mr. Musk’s requested data and is merely an attempt to distract from his data requests.

Mr. Musk is entitled to the requested information under Sections 6.3, 6.4 and 6.11 of the merger agreement and the company has no basis to refuse to provide it. He is perfectly willing to implement protocols to ensure that sharing it with him will not cause damage or competitive harm to the company. Mr. Musk is also willing to accept protocols that ensure his review of the requested information will not violate any privacy laws or company commitments to its users. Given his enormous economic interest in the company, Mr. Musk has every incentive to protect the company from harm.

While Mr. Musk is working toward completing the transaction in compliance with his obligations under the merger agreement, he is increasingly frustrated by Twitter’s refusal to cooperate with the him on this issue. Quite frankly, he does not understand the company’s refusal to provide the requested data and information. Both parties should want to ensure the integrity of Twitter’s platform for the benefit of its users and advertisers. As we approach critical junctures in the transaction, continued disagreement on this important subject will become untenable. Mr. Musk again requests that the company provide the requested data and information by the close of business on Wednesday, June 1, 2022. If we do not receive the requested data and information by then, Mr. Musk will assume the company is refusing to do so despite its clear obligations under the merger agreement. Mr. Musk reserves all rights.

Sincerely,

/s/ Mike Ringler

Mike Ringler

Skadden, Arps, Slate, Meagher & Flom LLP

On June 1, 2022, representatives of Wilson Sonsini and Simpson Thacher delivered a letter to representatives of Skadden, the full text of which is reproduced below.

This letter is on behalf of Twitter, Inc. (“Twitter” or “the Company”) and in response to the letter of May 31, 2022 (the “May 31 Letter”).

Twitter has not “refused” to provide data requested by Mr. Musk and Parent. To the contrary, Twitter and representatives of Mr. Musk have been actively engaging and exchanging information related to false or spam accounts and other matters since Mr. Musk first requested information, including by providing information responsive to the requests mentioned in the letter of May 25, 2022 (the “May 25 Letter”). Twitter is committed to closing the transaction and consistent with that is cooperatively sharing information with Mr. Musk. Where there appears to be some miscommunication is that some of the requests mentioned in the May 25 Letter (e.g., the various forms of the firehose data noted in items (i) through (vi) in the May 25 Letter, first requested on May 20, 2022, and certain requests for data which may not exist in the form requested and/or go back many years) go well beyond the bounds of what the parties agreed to under the merger agreement. The provisions of the merger agreement governing the sharing of information serve a very specific purpose: facilitating the closing of the transaction while simultaneously protecting Twitter from damage, including competitive harm should the transaction not close.

Twitter takes the integrity of its platform very seriously and stands by the statements in its SEC reports regarding its estimates of mDAU and its methodology and conclusions surrounding false or spam accounts, as Twitter has attempted to explain over these last several weeks. While the May 31 Letter notes “Mr. Musk’s view that [Twitter’s] methodologies are inadequate,” Mr. Musk has not identified any bases for questioning the adequacy of such methodologies or the accuracy of Twitter’s SEC disclosures. This, despite a standing offer from Twitter to directly engage with Mr. Musk on processes for estimating false or spam

accounts in mDAU. Instead, Mr. Musk has persisted to seek an enormous amount of user information—e.g., the firehose data—that can be used for many purposes unrelated to consummating the transaction, and has yet to explain, among other things: (i) why each of these data sets is necessary to understand Twitter’s process; (ii) how the data set would be used, by whom, and for what specific purposes; and (iii) how the intended usage of such data facilitates the consummation of the transaction.

With that said, Twitter appreciates the statements in the May 31 Letter that Mr. Musk is willing to discuss protocols to ensure that Twitter is protected from damage or competitive harm and to avoid violating any privacy laws or Twitter’s commitments to its users. And Twitter remains willing to consider the outstanding and other requests for information (to the extent the information exists or is reasonably available) subject to better understanding the purposes and uses of such information consistent with the terms of the merger agreement.

Accordingly, Twitter asks that Parent please provide detailed and concrete explanations regarding the following:

1. How the requested information will be used:

a. For each requested data set, the specific analyses proposed to be performed.

b. The specific business purpose for each analysis on each data set.

c. How such business purpose specifically relates to the consummation of the merger.

2. What protocols will be put in place to protect the requested information:

a. How the requested volume of information will be accessed and shared.

b. The specific individuals that will be given access to the information or the results of any analyses of the information, including their affiliation and the role they will be playing.

c. The steps proposed to be taken to prevent disclosure to or use of the information by persons other than permitted individuals or for a purpose other than as permitted by the merger agreement.

d. The measures proposed to be implemented to prevent the requested information from being used to compete against Twitter in the event that the merger were not to be consummated.

e. The steps to be taken to protect any privacy rights of third parties in the requested data and prevent violations of laws protecting private information.

f. The steps to be taken to avoid modifying, disrupting, or disabling any features or functionality of the requested data in the process of running any analyses on such data.

g. The measures proposed to ensure that the requested data is not used for any illegal, unauthorized, or otherwise improper purposes.

Twitter intends to continue to work cooperatively with Mr. Musk and Parent to close the transaction. Twitter reserves all contractual, legal, and other rights.

Sincerely,

/s/ Martin W. Korman

Martin W. Korman, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

/s/ Alan M. Klein

Alan M. Klein, Esq.

Simpson Thacher & Bartlett LLP

On June 6, 2022, representatives of Skadden delivered a letter to Twitter, the full text of which is reproduced below. Later that day, Mr. Musk filed an amendment to his Schedule 13D containing a copy of this letter.

Dear Ms. Gadde:

We are in receipt of correspondence sent on Twitter’s behalf dated June 1, 2022, responding to Mr. Musk’s request for the data and information described in my letters dated May 25, 2022 and May 31, 2022.

Mr. Musk does not agree with the characterizations in Twitter’s June 1 letter. Twitter has, in fact, refused to provide the information that Mr. Musk has repeatedly requested since May 9, 2022 to facilitate his evaluation of spam and fake accounts on the company’s platform. Twitter’s latest offer to simply provide additional details regarding the company’s own testing methodologies, whether through written materials or verbal explanations, is tantamount to refusing Mr. Musk’s data requests. Twitter’s effort to characterize it otherwise is merely an attempt to obfuscate and confuse the issue. Mr. Musk has made it clear that he does not believe the company’s lax testing methodologies are adequate so he must conduct his own analysis. The data he has requested is necessary to do so.

As noted, under various terms of the merger agreement, Twitter is required to provide data and information that Mr. Musk requests in connection with the consummation of the transaction. Twitter’s obligations to provide Mr. Musk with information is not, as the company’s June 1 letter suggests, limited to a “very specific purpose: facilitating the closing of the transaction.” To the contrary, Mr. Musk is entitled to seek, and Twitter is obligated to provide, information and data for, inter alia, “any reasonable business purpose related to the consummation of the transaction” (Section 6.4). Twitter must also provide reasonable cooperation in connection with Mr. Musk’s efforts to secure the debt financing necessary to consummate the transaction, including by providing information “reasonably requested” by Mr. Musk (Section 6.11). Mr. Musk’s requests for user data not only satisfies both criteria, but also meets even Twitter’s narrowed interpretation of the merger agreement, as this information is necessary to facilitate the closing of the transaction.

As Twitter’s prospective owner, Mr. Musk is clearly entitled to the requested data to enable him to prepare for transitioning Twitter’s business to his ownership and to facilitate his transaction financing. To do both, he must have a complete and accurate understanding of the very core of Twitter’s business model—its active user base. In any event, Mr. Musk is not required to explain his rationale for requesting the data, nor submit to the new conditions the company has attempted to impose on his contractual right to the requested data. At this point, Mr. Musk believes Twitter is transparently refusing to comply with its obligations under the merger agreement, which is causing further suspicion that the company is withholding the requested data due to concern for what Mr. Musk’s own analysis of that data will uncover.

If Twitter is confident in its publicized spam estimates, Mr. Musk does not understand the company’s reluctance to allow Mr. Musk to independently evaluate those estimates. As noted in our previous correspondence, Mr. Musk will of course comply with the restrictions provided under Section 6.4, including by ensuring that anyone reviewing the data is bound by a non-disclosure agreement, and Mr. Musk will not retain or otherwise use any competitively sensitive information if the transaction is not consummated.

Based on Twitter’s behavior to date, and the company’s latest correspondence in particular, Mr. Musk believes the company is actively resisting and thwarting his information rights (and

the company’s corresponding obligations) under the merger agreement. This is a clear material breach of Twitter’s obligations under the merger agreement and Mr. Musk reserves all rights resulting therefrom, including his right not to consummate the transaction and his right to terminate the merger agreement.

Sincerely,

/s/ Mike Ringler

Mike Ringler

Skadden, Arps, Slate, Meagher & Flom LLP

On June 16, 2022, representatives of Wilson Sonsini and Simpson Thacher delivered a letter to representatives of Skadden, the full text of which is reproduced below.

This letter is sent on behalf of Twitter, Inc. (“Twitter” or “the Company”) and in response to your letter of June 6, 2022 (“June 6 Letter”).

Twitter denies that it is in breach of the merger agreement, and there are assertions in your June 6 Letter that are simply inaccurate. The Company has already provided significant information in response to Parent’s prior data requests and has complied, and continues to comply, with its obligations under the merger agreement. And, as Twitter explained in its June 1, 2022 letter (“June 1 Letter”), the Company is willing to provide, and indeed is currently providing, access to other data requested in your prior correspondence. This is true even though many of the data requests (including requests for vast sets of competitively sensitive data referenced in your May 25, 2022 letter) exceed the scope of what the parties agreed to under the merger agreement.

Twitter’s June 1 Letter asked for an explanation of how the requested data would be used and by whom, the business purpose of such use, and what steps would be taken to protect the data. These requests did not seek to impose any new conditions on Parent’s information access rights under the merger agreement but instead sought details regarding the use of the data and the specific “protocols” that your May 31, 2022 letter offered to implement to ensure Twitter is protected from damage or competitive harm and to avoid violating any privacy laws or Twitter’s commitments to its users.

Your June 6 Letter does not meaningfully respond to any of the Company’s questions. Regarding the planned usage and business purpose of the data, your June 6 Letter states only that Mr. Musk wants to access the data to “conduct his own analysis” of false and spam accounts because he “does not believe the [C]ompany’s lax testing methodologies are adequate.” Twitter disagrees that such purpose is reasonably related to the consummation of the merger or the debt financing. And even if it were, the massive amount of data requested is not reasonable under the merger agreement and, as we have previously explained, cannot, on its own, be used to accurately estimate the Company’s mDAU or the prevalence of false and spam accounts on the platform. Twitter also continues to reject the notion that the Company has “lax testing methodologies”—an assertion for which Mr. Musk and his advisors have yet to provide any basis. And importantly, despite agreeing to abide by protocols in prior correspondence, your June 6 Letter does not articulate any detailed protocols that will be implemented to protect the data, as requested in Twitter’s June 1 Letter.

Notwithstanding the fact that providing such data is not required by the merger agreement, in a good-faith effort to address Mr. Musk’s expressed concerns and move forward with the transaction promptly, and as we have discussed, Twitter is providing Parent and Mr. Musk

secure access to additional user data and other custom reporting going back to January 1, 2021. In addition, with respect to the various forms of the firehose data noted in your May 25, 2022 letter, Twitter is providing you secure access to the thirty days of Historical PowerTrack Archive data consistent with ongoing discussions. All of this information is being provided subject to the restrictions set forth in Section 6.4 of the merger agreement, which prohibits any use of this information “for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement,” and the Confidentiality Agreement between the Company and Elon R. Musk, dated May 5, 2022.

Twitter intends to continue to work cooperatively with Mr. Musk and Parent to close the transaction in a timely fashion. Twitter reserves all contractual, legal, and other rights.

Sincerely,

/s/ Martin W. Korman

Martin W. Korman, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

/s/ Alan M. Klein

Alan M. Klein, Esq.

Simpson Thacher & Bartlett LLP

On June 17, 2022, representatives of Skadden delivered a letter to Twitter, the full text of which is reproduced below.

Dear Ms. Gadde:

We are in receipt of your letter dated June 16, 2022, responding to Mr. Musk’s request for the data and information described in my letters dated May 25, 2022, May 31, 2022 and June 6, 2022. On June 6, 2022, Mr. Musk made clear that Twitter’s continuing failure to provide him with the data and information he has been requesting since May 9, 2022 constitutes a breach of his merger agreement with Twitter. That breach remains uncured.

Yesterday, we received a data transfer from Twitter, which as you know included only a sampled, selected, and scrubbed dataset. In other words, Twitter did not provide Twitter’s full Firehose data, did not provide Twitter’s full PowerTrack API, and did not provide Twitter’s full Historical PowerTrack API. Twitter also made the data it provided available with a rate limit significantly below what it normally provides its data customers. The nature of Twitter’s recent data delivery can only be explained as a desire to further hamper and delay Mr. Musk’s independent data analysis.

Mr. Musk has attempted to be precise in the specific data he requires to make an independent assessment of the prevalence of fake or spam users on Twitter’s platform. In his May 25 letter, he asked for Twitter’s “(i) enterprise firehose, which comprises 100% of tweets and favoriting activity, (ii) Decahose, (iii) favoriting or ‘like’ firehose, (iv) compliance firehose, (v) historical PowerTrack archive, and (vi) search requests with counts.” Those requests have not been honored or satisfied by Twitter’s recent data delivery.

At a minimum, Mr. Musk is entitled to and demands the same access to Twitter’s Enterprise APIs and at the same rate limit that it sells to enterprise customers, including the Twitter Firehose that we understand Twitter makes available to a limited set of customers. In other words, all eight APIs listed on the webpage https://developer.twitter.com/en/docs/twitter-api/enterprise and the “realtime Twitter Firehose” described on this webpage https://developer.twitter.com/en/docs/twitter-api/enterprise/decahose-api/overview/decahose. The API access should be provided in the same form that Twitter

provides access to its enterprise customers, including with support from the standard Twitter Enterprise API account team. This should impose no burden on Twitter—as Twitter routinely grants this access to its enterprise customers, it can certainly grant access to its presumptive future owner. Accordingly, Mr. Musk requests that access to Enterprise APIs be granted in full no later than Monday, June 20, 2022.

Mr. Musk is further entitled to and demands access to the sample set used and calculations performed, as well as any related reports or analysis, to support Twitter’s representation that fewer than 5% of its mDAUs are false or spam accounts. Access to such information is requested and should be provided on a daily basis and for the previous eight quarters. Included with this information should be daily measures of mDAU for the previous eight quarters, and through the present. For reasons previously stated, Mr. Musk is entitled to the foregoing data under the terms of his merger agreement with Twitter. Twitter should be able to provide the requested data quickly and with very little burden on the organization.

Twitter’s delay and obfuscation in providing Mr. Musk with the Firehose and related data that he has now been requesting for over a month raises more serious concerns, including about the truthfulness of Twitter’s representations to date regarding its active user base, and the veracity of its methodologies for determining that user base. As a result, Mr. Musk is entitled to and demands the materials necessary to determine whether the company’s SEC disclosures contain materially misleading information. Specifically, Mr. Musk requests the following board and management communications regarding Twitter’s disclosure of, and methodology for, calculating fake users/bots, and mDAUs, from January 1, 2017 through the present:

1. All Board Materials¹ relating to:

a. Twitter’s mDAU metric, including calculation of that metric.

b. Spam accounts on Twitter, including Twitter’s calculation of the number of spam accounts.

c. Twitter’s disclosure of the mDAU metric.

d. Twitter’s disclosure of the number of spam accounts on the website.

2. Communications, including e-mails, text messages, and other electronic communications, to and from the Board concerning the matters set forth in ¶ 1(a-d) above.

3. Communications, including e-mails, text messages, and other electronic communications, among members of the Board concerning the matters set forth in ¶ 1(a-d) above.

4. Communications, including e-mails, text messages, and other electronic communications, to and from Twitter management concerning the matters set forth in ¶ 1(a-d) above.

5. Communications, including e-mails, text messages, and other electronic communications, among members of Twitter management concerning the matters set forth in ¶ 1(a-d) above.

6. All inquiries or document requests, formal or informal, from any governmental authority (whether federal, state or local) regarding investigations into Twitter’s spam accounts.

Finally, Mr. Musk and his advisors understand that Twitter expects to report a Q2 2022 revenue miss of approximately $100 million. To help Mr. Musk better understand the state of Twitter’s business and outlook, which is related to his acquisition plans and his financing for the transaction, he would like to review the following information:

1. Twitter’s working, bottoms-up financial model for 2022;

2. The Board approved plan and/or budget for 2022, and any models underlying the same to the extent not covered above;

3. Any updated or draft plan or budget for 2023; and

4. A working copy of Goldman’s valuation model underlying its fairness opinion

While Mr. Musk has continued, and will continue, to fulfill his obligations under his merger agreement with Twitter, he will deem Twitter’s refusal or failure to provide the data requested above as a material breach of the merger agreement, and he reserves all rights resulting therefrom, including his right not to consummate the transaction and his right to terminate the merger agreement.

Sincerely,

/s/ Mike Ringler

Mike Ringler

Skadden, Arps, Slate, Meagher & Flom LLP

On June 17, 2022, representatives of Wilson Sonsini sent an email to representatives of Skadden, the full text of which is reproduced below.

Your letter today to Twitter was surprising. We have been working constructively together to satisfy your client’s data requests. Twitter was told that data requests relating to user data/firehose should be handled directly and only with Skadden Arps. We had a specific conversation on June 9 between Skadden, Wilson and Twitter personnel in which we discussed what firehose data would be made available pursuant to earlier requests. Based on that conversation and subsequent communications Twitter proceeded with the understanding that access to thirty days of Historical PowerTrack Archive data, as provided on June 16, would be appropriately responsive to your requests. Twitter will further address the substance of your letter, including new requests, in a separate correspondence.

On June 20, 2022, representatives of Wilson Sonsini and Simpson Thacher delivered a letter to representatives of Skadden, the full text of which is reproduced below.

This letter is sent on behalf of Twitter, Inc. (“Twitter” or “the Company”) and, as noted in our email of June 17, 2022, in further response to your letter of June 17, 2022 (“June 17 Letter”). As an initial matter, the tenor and substance of your June 17 Letter does not reflect the reality of the parties’ interactions. For weeks, we and our respective teams have worked collaboratively towards closing the transaction—including successfully clearing regulatory review by the FTC, working together to obtain regulatory approval in the UK, agreeing to multiple revisions to Mr. Musk’s financing commitments, completing the necessary steps to

finalize the proxy statement, and providing and explaining detailed business and financial information to assist Mr. Musk in his financial modeling. And for weeks, we and our teams have worked together to address voluminous data requests from Mr. Musk and the challenging technical and legal issues raised by those requests in an effort to provide the requested information. Our efforts have been collegial and productive and your statements that we sought in any way to “hamper and delay” are not true.

The “breach” asserted in your letter is contrived. Even a brief review of the transaction history confirms this. Mr. Musk initially approached Twitter to disclose that he had acquired a substantial equity stake in the Company and wished to either join the board, acquire the Company, or compete with the Company. The board invited him to join as a member, and the parties executed an agreement to make that happen. Five days later, Mr. Musk apparently changed his mind and decided that he did not want to join the board. Instead, he wanted to buy Twitter. Within a week, he went public with his first bid, declaring it to be his best and final price. Days later, to induce Twitter to accept his offer, he waived due diligence and presented equity and debt commitment letters that also were not subject to due diligence. A few days after that, on April 24, he presented the Company with an ultimatum: either immediately accept his offer of $54.20 per share or he would go to Twitter’s shareholders directly, without giving them the benefit of a definitive merger agreement to protect their interests. He followed that up by offering what he characterized as a “seller friendly” draft merger agreement—which contained limited conditions to closing and called for minimal seller disclosures—that he demanded the parties execute by the following day, which they did. Mr. Musk actively pursued the Company in this manner, offering both price and deal certainty. At the same time, Mr. Musk publicly discussed the prevalence of spam on Twitter’s platform, and that one of his purposes in buying Twitter was “defeating the spam bots.” It was only after the equity markets entered a steep decline following the execution of the merger agreement that Mr. Musk began making statements questioning Twitter’s SEC disclosures, and asserting Twitter had breached the merger agreement, all in an apparent attempt to create optionality should he change his mind about the deal.

We address the main points raised in your June 17 Letter in turn.

Twitter has not breached the merger agreement. Over the past six weeks, Mr. Musk has made increasingly burdensome requests for information, many of which go beyond the scope of what is contemplated by the merger agreement. As Twitter has explained, and as you well know, Parent’s information access rights under Section 6.4 of the merger agreement are limited. Section 6.4 expressly requires the Company to provide only “reasonable access” to information “as may reasonably be requested in writing” for any “reasonable business purpose related to the consummation of the transactions contemplated by this Agreement,” all subject to a number of limitations to protect the Company. Similarly, Section 6.11 contains limitations protecting the Company. What Sections 6.4 and 6.11 clearly do not give Parent or Mr. Musk is the right to unfettered access to vast amounts of proprietary and competitively sensitive data to conduct “an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform.” As you know, Parent and Mr. Musk insisted on a rapid negotiation of a merger agreement on a take it or leave it price basis. Section 6.4 and 6.11 provide limited rights, not a vehicle to conduct the due diligence that was knowingly waived.

Notwithstanding the limited scope of Sections 6.4 and 6.11, Twitter has exceeded what is required of it under the merger agreement by securely providing Mr. Musk extensive information and data access to remove the obstacles to closing that he has attempted to create.

The June 17 Letter mischaracterizes the parties’ discussions and understandings. Over the last few weeks, we and our teams have been working diligently together to understand the scope and details of the “firehose” data requests and the appropriate protocols for protecting the data. As you know, on June 15, 2022 Twitter provided Mr. Musk and his advisors with secure access to thirty days of historical PowerTrack Archive data consistent with our discussions. Specifically, these discussions included a call on June 9, 2022 between Twitter personnel and counsel for Twitter and Mr. Musk, in which we discussed that access to real-time data was not necessary and we agreed to proceed with providing access to thirty days of historical data. Twitter then dedicated significant resources to create a secure portal for Mr. Musk and his team to access the historical PowerTrack Archive data we discussed. Twitter was led to believe that doing so would satisfy Mr. Musk’s request for firehose data, and you never posed any objections or suggested that Twitter’s production would be deficient in any way.

Your June 17 Letter now complains that the PowerTrack data Twitter provided “included only a sampled, selected, and scrubbed dataset.” As you well know, the information was “selected” insomuch as it was the product of numerous communications with your team over the past two weeks, during which we explicitly agreed that Twitter would provide access to the exact data you received. The statements in your June 17 Letter seek to re-cast the conversations we had and the parties’ understanding, conversations which were witnessed by our respective teams and by Twitter personnel and reflected in our communications.

Notwithstanding this and the limitations on our obligations under Sections 6.4 and 6.11 of the merger agreement, Twitter is prepared to make available the Enterprise API data requested in the June 17 Letter, including the enterprise firehose (comprising 100% of Tweets and favoriting activity), the favoriting or “like” firehose, and the required compliance firehose. We have provided you access to a Historical PowerTrack archive already. Please have your technical team who will access our APIs reach out so that we can provision them with keys and tokens and start the onboarding process.

However, as we have repeatedly told you, access to Twitter’s APIs is insufficient to perform the spam analysis that you purport to wish to do. As just one example, the APIs will include Tweets and accounts that Twitter has labeled as spam and, as such, are not visible on the Twitter platform. In addition, our APIs do not contain the private data required to determine whether an account is spam (e.g., IP address, phone number, geolocation, client/browser signatures, what the account does when it is active, etc.). Also, as we have already discussed, the enterprise firehose (comprising 100% of Tweets and favoriting activity) is inclusive of, and therefore duplicative of, the information included in the Decahose.

We note that we have repeatedly offered to have the parties’ respective technical experts sync to discuss the scope of your firehose request and means to providing full access to such data but have yet to receive any response. We remain open to doing so.

The record is clear: Twitter has been engaged, responsive, and cooperative in response to Mr. Musk’s requests, and in doing so has met and exceeded its information-sharing obligations under the merger agreement. Your suggestions otherwise attempt to fabricate a narrative that is not true.

Mr. Musk’s statements regarding Twitter’s disclosures are meritless and without foundation. Mr. Musk continues to insinuate that Twitter’s SEC disclosures regarding false or spam accounts are untruthful and uses these insinuations as the grounds for his data requests. As Twitter has repeatedly pointed out in prior correspondence, these accusations

are baseless. The Company stands by its SEC disclosures, and nothing has occurred since the signing of the merger agreement to call them into question. Twitter’s SEC disclosures explain that it has developed processes to estimate the prevalence of false or spam accounts in its calculation of mDAU. Applying those processes, Twitter has disclosed that it estimates that fewer than 5% of its mDAU is comprised of false or spam accounts. Twitter’s disclosures further explain, and consistently have explained, among other things, that Twitter’s calculation of mDAU “is not based on any standardized industry methodology and is not necessarily calculated in the same manner or comparable to similarly titled measures presented by other companies;” Twitter’s calculation of mDAU is “based on internal company data” that Twitter “believe[s] to be reasonable estimates for the applicable period of measurement;” and, given the significant judgment applied, Twitter’s “estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than [] estimated.” See Twitter, Inc. 2021 Form 10-K at 5. Mr. Musk has not identified a single aspect of these or any other disclosures that is materially misleading or inaccurate—his stated desire to perform a separate estimation using different metrics and processes from those used by Twitter is a diversion.¹

Mr. Musk’s unsupported statements about Twitter on these and other subjects are especially concerning because they have the potential to impact the market and harm Twitter’s business and shareholders. Regardless, Twitter intends to close the merger on the agreed-upon price and terms, as promptly as possible.

The June 17 Letter includes new requests for information not required under the merger agreement or information that has already been provided. While Twitter has attempted to be responsive to Mr. Musk’s requests, Mr. Musk keeps moving the goal posts by making increasingly irrelevant, unsupportable, and voluminous information requests. Indeed, the latest requests for documents and communications read more like requests for discovery and not for information necessary to close the transaction. This is litigation positioning and the merger agreement does not support these requests. For instance, there is no basis under the merger agreement for demanding the requested “e-mails, text messages, and other electronic communications” from Twitter’s board members and management. Moreover, you and the lenders’ counsel have already asked for and received access to the board materials, including all those related to the calculation of mDAU and false or spam accounts, since January 1, 2019 in connection with diligence requests related to the debt financing.

As for the new requests for financial information raised in your June 17 Letter, we and our teams have been collaborating in providing responsive financial information in significant detail (including material not required under the merger agreement) to help Mr. Musk more fully understand Twitter’s business and refine his financial model. We are also supporting your efforts to syndicate Mr. Musk’s debt financing, including through the participation of Twitter’s CFO as you have requested. As you well know, the respective financial advisors of both parties have been working collaboratively together on a daily basis to understand and provide any necessary financial information. We would encourage that channel of communication to continue. With respect to the other new requests in the June 17 Letter, we will get back to you in due course.

*                     *                     *

Despite your repeated and false accusations of breach, Twitter intends to continue to work cooperatively with Mr. Musk and Parent to close the transaction in a timely fashion. Twitter reserves all contractual, legal, and other rights.

Sincerely,

/s/ Martin W. Korman

Martin W. Korman, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

/s/ Alan M. Klein

Alan M. Klein, Esq.

Simpson Thacher & Bartlett LLP

On June 28, 2022, representatives of Wilson Sonsini and Simpson Thacher delivered a letter to representatives of Skadden, the full text of which is reproduced below.

This letter is sent on behalf of Twitter, Inc. (“Twitter” or “the Company”). As you know, we continue to make significant progress on the Merger.¹ The only conditions to the consummation of the Merger that remain outstanding are Company Stockholder Approval and receipt of NSI approval in the UK. With respect to the first, we are hoping to clear the SEC comment process soon, which should allow us to set a stockholder meeting for early to mid-August. With respect to the second, we expect to have clearance by the third week of July.

In anticipation of Closing in a matter of weeks, we write regarding the Financing for the Merger. In accordance with our obligations under Section 6.11, we have been working to provide you with all applicable information, data, and assistance that you have requested to facilitate the Financing in anticipation of a prompt Closing. We will continue to do so consistent with our contractual obligations. We had understood that Bob Swan was working on behalf of your team to lead the Financing efforts, but we learned last week that he is no longer doing so, and you have not yet identified for us who will have day-to-day responsibility for the Financing going forward or a working group with whom we can coordinate. We also note that the Equity Investor has this month made multiple public and private statements regarding the interplay between the Bank Debt Financing and the consummation of the Merger (including, among others, the June 21, 2022 statement that the Bank Debt Financing “need[ed] to be resolved before the transaction can complete”²).

These developments and statements prompt this letter. As you are aware, although there is no financing condition in the Merger Agreement, Section 6.10(a) of the Agreement obligates you, without qualification, to do whatever is necessary to arrange, obtain, and consummate the Financing. We are concerned that, in light of Mr. Swan’s departure and the Equity Investor’s statements, you are not presently devoting sufficient resources and attention to these obligations.

We are committed to facilitating the Financing process and assisting you as we reasonably can to the extent required by Section 6.11. To help us do so, and pursuant to Section 6.10(d) of the Merger Agreement, we accordingly request that you promptly provide us with responses to the information requests attached to this letter. If it would be helpful to have a call to discuss or clarify any of our requests, please let us know and we will make ourselves available.

We look forward to receipt of this information and documentation, and to continuing to working with you to consummate the transaction.

Sincerely,

/s/ Martin W. Korman

Martin W. Korman, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

/s/ Alan M. Klein

Alan M. Klein, Esq.

Simpson Thacher & Bartlett LLP

On June 29, 2022, representatives of Skadden delivered a letter to representatives of Wilson Sonsini and Simpson Thacher, the full text of which is reproduced below.

Dear Ms. Gadde:

We are in receipt of your letter dated June 20, 2022, responding to Mr. Musk’s request for the data and information described in my letters dated May 25, 2022, May 31, 2022, June 6, 2022, and June 16, 2022. Mr. Musk appreciates the company’s decision to finally provide access to Twitter’s Enterprise APIs, though we have just been informed by our data experts that Twitter has placed an artificial cap on the number of searches our experts can perform with this data, which is now preventing Mr. Musk and his team from doing their analysis. Please remove any search cap or limit immediately.¹

Either way, access to those APIs was not the only request in Mr. Musk’s letter, and your letter promised to “get back to [us] in due course” on the remainder of Mr. Musk’s requests. It has now been over a week, and no information whatsoever has been provided in response to these outstanding requests.

First, Mr. Musk disagrees with your creative recasting of the events leading up to and during the merger agreement negotiations. However, instead of engaging in a distracting back-and-forth on these issues here, we focus on the issues that are actually relevant—Mr. Musk’s information requests concerning Twitter’s calculation of mDAU, board and executive level communications within Twitter concerning the same, and information regarding Twitter’s financial modeling and projections in light of its pending earnings miss.

Second, your assertion that Mr. Musk’s requests for information “go beyond the scope of what is contemplated by the merger agreement” is manifestly untrue. In reality, all of the limited information that Mr. Musk has requested is not merely for a reasonable business purpose related to consummating the Transaction—all that the merger agreement requires—but for a purpose foundational to Mr. Musk’s ability to consummate the Transaction: determining whether Twitter’s representations regarding the number of mDAU on its platform (and what percent are false or spam accounts) have been accurate. It is hard to imagine a purpose more relevant than determining whether the metric underlying Twitter’s entire business model has been accurately described and disclosed prior to Mr. Musk closing the Transaction.

Third, your claim that Mr. Musk had previously disavowed any need for accessing real-time data from Twitter (like the real-time Twitter Firehouse) is belied by Mr. Musk’s repeated

requests, since at least May 9, 2022, for that very information. For example, in a letter dated May 25, 2022, Mr. Musk explained that he was seeking “enterprise data and other information intended to enable Mr. Musk and his advisors to make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform, including requests for access to Twitter’s: (i) enterprise firehose, which comprises 100% of tweets and favoriting activity, (ii) Decahose, (iii) favoriting or “like” firehose, (iv) compliance firehose, (v) historical PowerTrack archive, and (vi) search requests with counts.” This request has not been amended, and has now been answered only following six weeks of deliberation. Following the foregoing request, on and around June 9, 2022, we had several discussions regarding the data that Twitter proposed to provide initially. At no point during those discussions did we indicate that whatever data Twitter produced initially would be sufficient to satisfy Mr. Musk’s broader data requests or otherwise operate to “disavow” those data requests. After receiving Twitter’s initial data production, it became clear that the data Twitter had provided was inadequate to enable Mr. Musk’s advisors to properly assess the prevalence of false and spam accounts on Twitter’s platform. Therefore, we sent follow-up requests reiterating Mr. Musk’s previous data requests.

Mr. Musk has been clear and consistent in emphasizing the importance of testing Twitter’s calculation of mDAU. To that end, he has now for nearly two months sought information that would allow him “to make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform.” May 25, 2022 Letter. While Twitter has now provided part of what Mr. Musk asked for—access to its Enterprise APIs—you admitted that these would be “insufficient to perform the spam analysis that [Mr. Musk] purport[s] to wish to do.” June 20, 2022 Letter. This makes Twitter’s failure to honor the remainder of Mr. Musk’s information requests particularly troubling, as Twitter knows it has given Mr. Musk only an incomplete picture.

We had hoped this remaining information was forthcoming, but it now appears that it is not. Thus, Mr. Musk must, yet again, reiterate his request for:

Access to the sample set used and calculations performed, as well as any related reports or analysis, to support Twitter’s representation that fewer than 5% of its mDAUs are false or spam accounts. Access to such information is requested and should be provided on a daily basis and for the previous eight quarters. Included with this information should be daily measures of mDAU for the previous eight quarters, and through the present.

June 17, 2022 Letter at 2.

Ideally, Twitter would turn over this data cooperatively, as Twitter is obviously in the best position to know what sample sets, calculations, and related reports or analysis support its own representations. Nonetheless, Mr. Musk has endeavored to be even more specific, and to reduce the burden of the above request, and demands that Twitter immediately:

1.             Expand the daily global mDAU data provided to cover the time period from October 1, 2020 to present and to add columns reflecting: the number of mDAU that tweeted, retweeted, replied to a tweet, or commented on a tweet; the number of mDAU that did not perform the foregoing tweet actions but did favorite a tweet; the number of mDAU that took none of the foregoing actions; and the number of accounts that tweeted, retweeted, replied to a tweet, commented on a tweet, or favorited a tweet but were excluded from mDAU. Please also clarify whether UTC is the time zone employed in measuring daily mDAU.

2.             Explain how later suspensions are addressed in the mDAU counts, including explaining whether the mDAU population from which Twitter randomly samples

selections of mDAU for human evaluation is the exact same mDAU population used to calculate average mDAU for purposes of quarter-end reporting, how each of these two mDAU populations address accounts that have, in the days or weeks since the day in question, been suspended as of the time of sample review or the end of the quarter and, if there are differences between the two populations, what they are.

3.             For each day from October 1, 2020 to present, identify how many accounts Twitter suspended each day; how many of these suspended accounts were previously included in any mDAU figure used to calculate quarter-end average mDAU; the number of accounts suspended each day for each of Twitter’s internal reasons for suspending accounts; the average and median number of days accounts suspended on each day were previously included in mDAU; and how many accounts suspended on each day were later unsuspended.

4.             Provide the outputs of each of the five steps of the sampling process for each day during the week of June 19, 2022 and each day during the week of January 30, 2022. For the first step, please provide id and id_str for each account.

5.             Provide all documents or other guidance provided to the contractor agents hired by Twitter’s outsourced vendors in order to direct them in reviewing accounts and determining labels since April 1, 2020, including all dates that such documents or guidance were in use if not plain on the face of the documents.

6.             Provide screenshots and descriptions of the user interface of the ADAP tool and the Twitter-proprietary internal tool or tools that the contractor agents use to code the sample accounts they are provided for review. If this tool has changed in the past year, please provide screenshots and descriptions documenting those changes.

7.             For each day from April 1, 2021 through the present, identify each account drawn in the sampling process, including providing the id and id_str for each; the creation date of each account; which accounts if any were not reviewed by the contractor agents; anonymized identifiers indicating which contractor agents reviewed which accounts on each day; the designation given to each account reviewed by each of the three contractor agents who reviewed it and the anonymized identifier indicating the reviewer who provided that designation; anonymized identifiers indicating which Quality Analyst reviewed each account so reviewed or whether there was no Quality Analyst review; the designation given to each account reviewed by a Quality Analyst; the final designation for each account following review by in-house Twitter full time staff; and for all accounts labeled ‘compromised’ the current status of the account and the date on which that status was entered into.

All data should be provided in readily usable data formats, not PDF files.

Finally, Twitter still has not provided the information requested in Mr. Musk’s June 17 letter concerning the company’s SEC disclosures. Instead, Twitter claimed it has already provided some information responsive to these requests, such as certain Board materials. Similarly, Twitter has not provided the information requested concerning Twitter’s financial performance and projections (especially relevant given Twitter’s material revenue miss for Q2 2022). Instead, Twitter claimed information of this type (i.e., financial) has typically been exchanged between the parties’ financial advisors. Neither of these actions actually excuse Twitter’s performance.

Accordingly, we must again insist that Twitter provide the information requested in Mr. Musk’s June 17 letter, including but not limited to any and all board and management reports that

contemplate or discuss mDAU testing or methodology, any discussion of Twitter’s quarterly representations of these figures for the past eight quarters, and the financial modeling and projections requested in that letter.

If Twitter believes it has already provided some information, it is obligated to provide the rest; if information of a similar sort has been exchanged through other channels, it should pose no burden on Twitter to exchange that information here. To that end, please provide the above requested information by Friday, July 1. If instead Twitter is refusing to provide any of the information requested on pages 3 and 4 of Mr. Musk’s June 17 letter and reiterated herein, please so confirm promptly such that Mr. Musk may consider all options available to him, under the merger agreement and otherwise.

Sincerely,

/s/ Mike Ringler

Mike Ringler

Skadden, Arps, Slate, Meagher & Flom LLP

On July 1, 2022, representatives of Wilson Sonsini and Simpson Thacher delivered a letter to representatives of Skadden, the full text of which is reproduced below.

This letter is sent on behalf of Twitter, Inc. (“Twitter” or “the Company”) as an initial response to your letter of June 29, 2022 (“June 29 Letter”) and in further response to your letter of June 17, 2022 (“June 17 Letter”).

As you know, Twitter has uploaded additional documents to the parties’ shared data room, which are responsive to certain of the information requests contained in your June 17 and 29 Letters.¹ These documents include (i) additional documentation supporting the calculations Twitter performs to estimate false or spam accounts as a percentage of mDAU, including quarterly and monthly reporting reflecting the sample sets selected and the identification of false or spam accounts to support Twitter’s publicly disclosed estimates, (ii) copies of inquiries or document requests Twitter has received from any governmental authority regarding investigations into false or spam accounts on Twitter’s platform in the last five years; and (iii) the final Presentation to the Board of Directors, dated April 25, 2022 (the “Board Presentation”), presented by Goldman Sachs and J.P. Morgan to Twitter’s Board of Directors.²

The model underlying the respective fairness opinions of Goldman Sachs and J.P. Morgan is set forth on pages 10 and 11 of the Board Presentation and is the same as the model provided by Twitter to Parent via Box VDR 3.08 (Financial Model, P&L and Revenue Breakout.pdf). Management of Twitter made various judgments and assumptions when preparing those projections as described in the publicly filed proxy statement. The projections through 2027 provided to Goldman Sachs and J.P. Morgan did not include additional assumptions beyond those made available to Parent via Box VDR 3.08 (Financial Model, P&L and Revenue Breakout.pdf) or described in the publicly filed proxy statement. Specifically, Twitter did not provide Goldman Sachs or J.P. Morgan assumptions regarding drivers of revenue growth beyond the top-down market share approach described in the publicly filed proxy statement. The subsequent pages of the Board Presentation include analyses performed by Goldman Sachs and J.P. Morgan, respectively, and the material analyses contained therein are described in the publicly filed proxy statement.

With respect to your June 29 Letter’s assertions regarding the Enterprise APIs that Twitter provided to you, we confirm that there was no artificial throttling of rate limits on Twitter’s part as it relates to your team’s usage. Your June 17 Letter demanded the “same access” to Twitter’s Enterprise APIs and “at the same rate limit” that it sells to enterprise customers. When Mr. Musk’s team was provided access, it was set up with the same rate limits that Twitter normally provides to its Enterprise customers, at 120 requests per minute (with a burst up to 10 per second) for the Full Archive Search and 30 requests per minute (with a burst up to 10 per second) for a 30-day search.³ In any event, immediately upon receipt of your June 29 Letter, Twitter increased the rate limits for your team’s access to 250 requests per minute (with a burst up to 10 per second) for the Full Archive Search and 1,800 requests per minute (with a burst up to 40 per second) for a 30-day search, which are the maximum rate limits Twitter provides to its largest enterprise customers.

Twitter reiterates that it has gone above and beyond and more than complied with its information sharing obligations under the merger agreement. As detailed in our prior letters and above, even though many of Mr. Musk’s requests have gone beyond what is called for under Sections 6.4 and 6.11 of the merger agreement, Twitter has worked constructively to provide Mr. Musk with the information that he claims he needs to consummate the merger.

Twitter will continue to be responsive to all reasonable requests for information, as it has been since signing the Merger Agreement in April, and it looks forward to closing the merger promptly. Toward that end, we look forward to your timely response to our inquiries regarding your progress on the Financing. Twitter reserves all contractual, legal, and other rights.

Sincerely,

/s/ Martin W. Korman

Martin W. Korman, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

/s/ Alan M. Klein

Alan M. Klein, Esq.

Simpson Thacher & Bartlett LLP

On July 6, 2022, representatives of Wilson Sonsini and Simpson Thacher delivered a letter to representatives of Skadden, the full text of which is reproduced below.

This letter is sent on behalf of Twitter, Inc. (“Twitter” or “the Company”). On June 28, 2022, we sent you a letter requesting information concerning the status of your efforts to arrange and finalize the Financing pursuant to Section 6.10(d) of the Merger Agreement. We have received no response to our letter or the accompanying information requests.

As we previously explained, we are requesting this information in light of our concerns about the status of the Financing and the adequacy of resources and attention devoted to consummating the Financing in light of a potential Closing in a matter of weeks. We accordingly write again, requesting a prompt response to our June 28 letter.

We look forward to the receipt of the information we requested and to continuing to work with you to promptly consummate the transactions contemplated by the Merger Agreement. Twitter reserves all contractual, legal, and other rights.

Sincerely,

/s/ Martin W. Korman

Martin W. Korman, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

/s/ Alan M. Klein

Alan M. Klein, Esq.

Simpson Thacher & Bartlett LLP

On July 8, 2022, representatives of Skadden delivered a letter to representatives of Wilson Sonsini and Simpson Thacher, the full text of which is reproduced below. Later that day, Mr. Musk filed an amendment to his Schedule 13D containing a copy of this letter.

Dear Ms. Gadde:

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).

While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its contractual obligations. For nearly two months, Mr. Musk has sought the data and information necessary to “make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform” (our letter to you dated May 25, 2022 (the “May 25 Letter”)). This information is fundamental to Twitter’s business and financial performance and is necessary to consummate the transactions contemplated by the Merger Agreement because it is needed to ensure Twitter’s satisfaction of the conditions to closing, to facilitate Mr. Musk’s financing and financial planning for the transaction, and to engage in transition planning for the business. Twitter has failed or refused to provide this information. Sometimes Twitter has ignored Mr. Musk’s requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information.

Mr. Musk and his financial advisors at Morgan Stanley have been requesting critical information from Twitter as far back as May 9, 2022—and repeatedly since then—on the relationship between Twitter’s disclosed mDAU figures and the prevalence of false or spam accounts on the platform. If there were ever any doubt as to the nature of these information requests, the May 25 Letter made clear that Mr. Musk’s goal was to understand how many of Twitter’s claimed mDAUs were, in fact, fake or spam accounts. That letter noted that “Items 1.03 to 1.13 of the diligence request list contain high-priority requests for enterprise data and other information intended to enable Mr. Musk and his advisors to make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform...” The letter then provided Twitter with a detailed list of requests to this effect.

Since then, Mr. Musk has provided numerous additional follow-up requests, all aimed at filling the gaps in the incomplete information that Twitter provided in response to his broad requests

for information relating to Twitter’s reported mDAU counts and reported estimates of false and spam accounts.¹ For example, in our letter to you dated June 29, 2022 (the “June 29 Letter”), we referenced Mr. Musk’s request in the May 25 Letter for “information that would allow him ‘to make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform.’” Because Twitter, by its own admission, provided only incomplete data that was not sufficient to perform such an independent assessment,² the June 29 Letter “endeavored to be even more specific, and to reduce the burden of the [original] request,” by identifying a specific subset of high priority information, responsive to Mr. Musk’s prior requests, for Twitter to immediately make available.

Notwithstanding these repeated requests over the past two months, Twitter has still failed to provide much of the data and information responsive to Mr. Musk’s repeated requests, including, but not limited to:

1.        Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU. Twitter has still not provided much of the information specifically requested by Mr. Musk in Sections 1.01¬1.03 of the May 19 diligence request list that is necessary for him to make an assessment of the prevalence of false or spam accounts on its website. As recently as the June 29 Letter, Mr. Musk reiterated this long-standing request for information related to Twitter’s sampling process for detecting fake accounts. The June 29 Letter identified specific data necessary to enable Mr. Musk to independently verify Twitter’s representations regarding the number of mDAU on its platform—including, but not limited to (1) daily global mDAU data since October 1, 2020; (2) information regarding the sampling population for mDAU, including whether the mDAU population used for auditing spam and false accounts is the same mDAU population used for quarterly reporting; (3) outputs of each step of the sampling process for each day during the weeks of January 30, 2022 and June 19, 2022; (4) documentation or other guidance provided to contractor agents used for auditing mDAU samples; (5) information regarding the user interface of Twitter’s ADAP tool and any internal tools used by the contractor agents; and (6) mDAU audit sampling information, including anonymized information identifying the contractor agents and Quality Analyst that reviewed each sampled account, the designation given by each contractor agent and Quality Analyst, and the current status of any accounts labelled “compromised.” A subsequent request along these lines should not have been necessary, as this information should have been provided in response to Mr. Musk’s original diligence request. Yet, to date, Twitter has not provided any of this information.

2.        Information related to Twitter’s process for identifying and suspending spam and fake accounts. In addition to information regarding Twitter’s mDAU audits, the June 29 Letter also reiterated requests for data specifically identified in Sections 1.04-1.05 of the May 19 diligence request list regarding Twitter’s methodology and performance data relating to identification and suspension of spam and false accounts, including, but not limited to, information regarding account suspensions, including information sufficient to

identify daily numbers of account suspensions since October 2020 and numbers of account suspensions for each of Twitter’s internal reasons for suspension. In addition, during the June 30, 2022 call, Twitter’s representatives indicated for the first time that the workflow and processes for detecting spam and false accounts in the mDAU population is different and separate from the workflow and processes for identifying and suspending accounts in violation of Twitter’s policies. On that call, Twitter indicated that it would not be willing to provide information regarding the methodologies employed to identify and suspend such accounts.

3.        Daily measures of mDAU for the past eight (8) quarters. On June 17, 2022 (the “June 17 Letter”) Mr. Musk reiterated his request for “access to the sample set used and calculations performed, as well as any related reports or analysis, to support Twitter’s representation that fewer than 5% of its mDAUs are false or spam account.” To that end, Mr. Musk requested that Twitter provide “daily measures of mDAU for the previous eight quarters, and through the present.” This information is derivative of the information Mr. Musk first sought in Sections 1.01¬1.03 of the May 19 diligence request list. Although Twitter has provided certain summary data regarding the mDAU calculations, Twitter has not provided the complete daily measures as requested.

4.        Board materials related to Twitter’s mDAU calculations. In the June 17 Letter, Mr. Musk requested a variety of board materials and communications related to Twitter’s mDAU metric, its calculation of the number of spam and false accounts, its disclosure of the mDAU metric, and the company’s disclosure of the number of spam accounts on the platform. Twitter has provided an incomplete data set in response to this request, and has not provided information sufficient to enable Mr. Musk to make an independent assessment of Twitter’s board and management’s understanding of its mDAU metric.

5.        Materials related to Twitter’s financial condition. Mr. Musk is entitled, under Section 6.4 of the Merger Agreement to “all information concerning the business ... of the Company ... for any reasonable business purpose related to the consummation of the transactions” and under Section 6.11 of the Merger Agreement, to information “reasonably requested” in connection with his efforts to secure the debt financing necessary to consummate the transaction. To that end, Mr. Musk requested on June 17 a variety of board materials, including a working, bottoms-up financial model for 2022, a budget for 2022, an updated draft plan or budget, and a working copy of Goldman Sachs’ valuation model underlying its fairness opinion. Twitter has provided only a pdf copy of Goldman Sachs’ final Board presentation.

In short, Twitter has not provided information that Mr. Musk has requested for nearly two months notwithstanding his repeated, detailed clarifications intended to simplify Twitter’s identification, collection, and disclosure of the most relevant information sought in Mr. Musk’s original requests.

While Twitter has provided some information, that information has come with strings attached, use limitations or other artificial formatting features, which has rendered some of the information minimally useful to Mr. Musk and his advisors. For example, when Twitter finally provided access to the eight developer “APIs” first explicitly requested by Mr. Musk in the May 25 Letter, those APIs contained a rate limit lower than what Twitter provides to its largest enterprise customers. Twitter only offered to provide Mr. Musk with the same level of access as some of its customers after we explained that throttling the rate limit prevented Mr. Musk and his advisors from performing the analysis that he wished to conduct in any reasonable period of time.

Additionally, those APIs contained an artificial “cap” on the number of queries that Mr. Musk and his team can run regardless of the rate limit—an issue that initially prevented Mr. Musk and his advisors from completing an analysis of the data in any reasonable period of time. Mr. Musk raised this issue as soon as he became aware of it, in the first paragraph of the June 29 Letter: “we have just been informed by our data experts that Twitter has placed an artificial cap on the number of searches our experts can perform with this data, which is now preventing Mr. Musk and his team from doing their analysis.” That cap was not removed until July 6, after Mr. Musk demanded its removal for a second time.

Based on the foregoing refusal to provide information that Mr. Musk has been requesting since May 9, 2022, Twitter is in breach of Sections 6.4 and 6.11 of the Merger Agreement.

Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction.

As Twitter has been on notice of its breach since at least June 6, 2022, any cure period afforded to Twitter under the Merger Agreement has now lapsed. Accordingly, Mr. Musk hereby exercises X Holdings I, Inc.’s right to terminate the Merger Agreement and abandon the transaction contemplated thereby, and this letter constitutes formal notice of X Holding I, Inc.’s termination of the Merger Agreement pursuant to Section 8.1(d)(i) thereof.

In addition to the foregoing, Twitter is in breach of the Merger Agreement because the Merger Agreement appears to contain materially inaccurate representations. Specifically, in the Merger Agreement, Twitter represented that no documents that Twitter filed with the U.S. Securities and Exchange Commission since January 1, 2022, included any “untrue statement of a material fact” (Section 4.6(a)). Twitter has repeatedly made statements in such filings regarding the portion of its mDAUs that are false or spam, including statements that: “We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the first quarter of 2022 represented fewer than 5% of our mDAU during the quarter,” and “After we determine an account is spam, malicious automation, or fake, we stop counting it in our mDAU, or other related metrics.” Mr. Musk relied on this representation in the Merger Agreement (and Twitter’s numerous public statements regarding false and spam accounts in its publicly filed SEC documents) when agreeing to enter into the Merger Agreement. Mr. Musk has the right to seek rescission of the Merger Agreement in the event these material representations are determined to be false.

Although Twitter has not yet provided complete information to Mr. Musk that would enable him to do a complete and comprehensive review of spam and fake accounts on Twitter’s platform, he has been able to partially and preliminarily analyze the accuracy of Twitter’s disclosure regarding its mDAU. While this analysis remains ongoing, all indications suggest that several of Twitter’s public disclosures regarding its mDAUs are either false or materially misleading. First, although Twitter has consistently represented in securities filings that “fewer than 5%” of its mDAU are false or spam accounts, based on the information provided by Twitter to date, it appears that Twitter is dramatically understating the proportion of spam and false accounts represented in its mDAU count. Preliminary analysis by Mr. Musk’s advisors of the information provided by Twitter to date causes Mr. Musk to strongly believe that the proportion of false and spam accounts included in the reported mDAU count is wildly higher than 5%. Second, Twitter’s disclosure that it ceases to count fake or spam users in its mDAU when it determines that those users are fake appears to be false. Instead, we understand, based on Twitter’s

representations during a June 30, 2022 call with us, that Twitter includes accounts that have been suspended—and thus are known to be fake or spam—in its quarterly mDAU count even when it is aware that the suspended accounts were included in mDAU for that quarter. Last, Twitter has represented that it is “continually seeking to improve our ability to estimate the total number of spam accounts and eliminate them from the calculation of our mDAU...” But, Twitter’s process for calculating its mDAU, and the percentage of mDAU comprised of non-monetizable spam accounts, appears to be arbitrary and ad hoc. Disclosing that Twitter has a reasoned process for calculating mDAU when the opposite is true would be false and misleading.

Twitter’s representation in the Merger Agreement regarding the accuracy of its SEC disclosures relating to false and spam accounts may have also caused, or is reasonably likely to result in, a Company Material Adverse Effect, which may form an additional basis for terminating the Merger Agreement. While Mr. Musk and his advisors continue to investigate the exact nature and extent of this event, Mr. Musk has reason to believe that the true number of false or spam accounts on Twitter’s platform is substantially higher than the amount of less than 5% represented by Twitter in its SEC filings. Twitter’s true mDAU count is a key component of the company’s business, given that approximately 90% of its revenue comes from advertisements. For this reason, to the extent that Twitter has underrepresented the number of false or spam accounts on its platform, that may constitute a Company Material Adverse Effect under Section 7.2(b)(i) of the Merger Agreement. Mr. Musk is also examining the company’s recent financial performance and revised outlook, and is considering whether the company’s declining business prospects and financial outlook constitute a Company Material Adverse Effect giving Mr. Musk a separate and distinct basis for terminating the Merger Agreement.

Finally, Twitter also did not comply with its obligations under Section 6.1 of the Merger Agreement to seek and obtain consent before deviating from its obligation to conduct its business in the ordinary course and “preserve substantially intact the material components of its current business organization.” Twitter’s conduct in firing two key, high-ranking employees, its Revenue Product Lead and the General Manager of Consumer, as well as announcing on July 7 that it was laying off a third of its talent acquisition team, implicates the ordinary course provision. Twitter has also instituted a general hiring freeze which extends even to reconsideration of outstanding job offers. Moreover, three executives have resigned from Twitter since the Merger Agreement was signed: the Head of Data Science, the Vice President of Twitter Service, and a Vice President of Product Management for Health, Conversation, and Growth. The Company has not received Parent’s consent for changes in the conduct of its business, including for the specific changes listed above. The Company’s actions therefore constitute a material breach of Section 6.1 of the Merger Agreement.

Accordingly, for all of these reasons, Mr. Musk hereby exercises X Holdings I, Inc.’s right to terminate the Merger Agreement and abandon the transaction contemplated thereby, and this letter constitutes formal notice of X Holding I, Inc.’s termination of the Merger Agreement pursuant to Section 8.1(d)(i) thereof.

Sincerely,

/s/ Mike Ringler

Mike Ringler

Skadden, Arps, Slate, Meagher & Flom LLP

On July 10, 2022, representatives of Wachtell, Lipton, Rosen & Katz, Twitter’s outside legal counsel (which we refer to as “Wachtell Lipton”), delivered a letter to representatives of Skadden, the full text of which is reproduced below.

Dear Mr. Ringler:

This letter is sent on behalf of Twitter, Inc. (“Twitter” or “the Company”) in response to your July 8, 2022 letter, in which X Holdings I, Inc. purports to terminate the Agreement and Plan of Merger (the “Agreement”) by and among Twitter, X Holdings I, Inc. (“Parent”), X Holdings II, Inc. (“Acquisition Sub”), and Elon R. Musk (together with Parent and Acquisition Sub, the “Musk Parties”). Capitalized terms used here and not otherwise defined have the meanings ascribed to them in the Agreement.

Mr. Musk’s and the other Musk Parties’ purported termination is invalid and wrongful, and it constitutes a repudiation of their obligations under the Agreement. Contrary to the assertions in your letter, Twitter has breached none of its obligations under the Agreement, and Twitter has not suffered and is not likely to suffer a Company Material Adverse Effect. The purported termination is invalid for the independent reason that Mr. Musk and the other Musk Parties have knowingly, intentionally, willfully, and materially breached the Agreement, including but not limited to Sections 6.3, 6.8, and 6.10 thereof. The Agreement is not terminated, the Bank Debt Commitment Letter and the Equity Commitment Letter remain in effect, and Twitter demands that Mr. Musk and the other Musk Parties comply with their obligations under the Agreement, including their obligations to use their respective reasonable best efforts to consummate and make effective the transactions contemplated by the Agreement (including by taking all steps necessary to obtain a favorable outcome under the United Kingdom’s National Security and Investment Act 2021), the Bank Debt Commitment Letter, and the Equity Commitment Letter. As it has done, Twitter will continue to provide information reasonably requested by Mr. Musk under the Agreement and to diligently take all measures required to close the transaction.

Twitter reserves all contractual, legal, and other rights, including its right to specifically enforce the Musk Parties’ obligations under the Agreement.

Sincerely,

/s/ William Savitt

William Savitt

Wachtell, Lipton, Rosen & Katz

On July 12, 2022, following Mr. Musk’s delivery of a notice alleging that Twitter breached the merger agreement and purporting to terminate the merger agreement, Twitter filed a complaint in the Delaware Court of Chancery against Mr. Musk, Parent and Acquisition Sub seeking a grant of specific performance ordering Mr. Musk, Parent and Acquisition Sub to specifically perform their obligations under the merger agreement and consummate the closing in accordance with the terms of the merger agreement.

On July 14, 2022, representatives of Wachtell Lipton delivered a letter to representatives of Skadden, the full text of which is reproduced below.

Dear Mr. Ringler:

This letter is sent on behalf of Twitter, Inc. (“Twitter” or “the Company”) in reference to the Agreement and Plan of Merger (the “Agreement”) by and among Twitter, X Holdings I, Inc., (“Parent”), X Holdings II, Inc., (“Acquisition Sub”), and Elon R. Musk (together with Parent and Acquisition Sub, the “Musk Parties”).

On June 21, 2022, Twitter provided Mr. Musk’s representatives with access to its Enterprise API data, including the enterprise firehose (comprising 100% of the Tweets and favoriting