COUNT I & II: Twitter, Inc. Agreed to Advance Actual and Former Officers and Directors All Expenses

IX- FACTUAL BACKGROUND

A. Twitter's Bylaws Require Advancement and Indemnification

B. The Indemnification Agreements Require Advancement and Indemnification

C. Plaintiffs Depart Twitter

D. Plaintiffs are Named in Proceedings

E. Twitter Breaches its Advancement Obligation

COUNT I: Advancement/ Breach of Contract

52. Plaintiffs repeat and re-allege the above Paragraphs as if fully set forth herein.

53. Defendant, in Article IX of the Bylaws, agreed to advance to current and former officers and directors of the Company all Expenses (including attorneys fees) actually and reasonably incurred in connection with any Proceeding.

54. In addition, pursuant to the terms of the Agreements , Defendant is required to advance to Plaintiffs all Expenses incurred in connection with the Proceedings within 30 days of Plaintiffs demands.

55. The Agreements are valid and binding contracts between Defendant and Plaintiffs.

56. To date, Plaintiffs have incurred substantial Expenses and continue to incur substantial Expenses, which Defendant is obligated to advance.

57. Plaintiffs submitted notice and demand for advancement of Expenses to Defendant, via e-mail and Certified U.S. Mail on January 13, 2023 and again on March3, 2023. Plaintiffs submitted invoices for Expenses incurred in connection with the Proceedings to Defendant on March 3, 2023 via e-mail and Certified U.S. Mail Plaintiffs submitted additional invoices for Expenses incurred in connection with the Proceedings to Defendant's counsel, per its request, on March 23, 2023 via e-mail.

58. Defendant has breached the Agreements and contravened the Bylaws by not advancing Plaintiffs Expenses. Defendant is liable for this amount and future amounts incurred in connection with the Proceedings .
    

COUNT II: Claim for an Award of Expenses (Including Attorneys Fees) Incurred in Connection with Prosecuting this Verified Complaint

59. Plaintiffs repeat and re-allege the above Paragraphs as if fully set forth herein.

60. Plaintiffs have incurred and will continue to incur Expenses, including but not limited to attorneys fees and costs, in enforcing their rights to advancement.

61. Under Delaware law, Plaintiffs are entitled to their Expenses, including but not limited to attorneys fees and costs, incurred in enforcing their rights to advancement.

62. In addition, under the terms of the Agreements, Plaintiffs are entitle to an award of any and all Expenses incurred in bringing an action to enforce the terms thereof.

63. Defendant is liable for those Expenses incurred on Plaintiffs behalf in connection with initiating and prosecuting this action.

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