Twitter's Bylaws Require Advancement and Indemnification

VERIFIED COMPLAINT FOR ADVANCEMENT

Plaintiffs Parag Agrawal, Vijaya Gadde, and Ned Segal (Plaintiffs), by and through their undersigned attorneys, upon knowledge as to themselves and their own actions and upon information and belief as to all other matters, allege as follows:

FACTUAL BACKGROUND

Twitter's Bylaws Require Advancement and Indemnification

19. In accordance with Section 145 of the Delaware General Corporation Law (“DGCL”), Article IX of the Company's Bylaws provides Plaintiffs with broad indemnification and advancement rights.

20. Specifically, Article IX, Section 9.1 of the Bylaws mandates:

INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS. Subject to the other provisions of this Article IX, the corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or herein after in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a Proceeding)(other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was a director or officer of the corporation serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

21. Article IX, Section 9.5 of the Bylaws further provides:

ADVANCE PAYMENT OF EXPENSES. Expenses (including attorneys fees) actually and reasonably incurred by an officer or director of the corporation in defending any Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding upon receipt of a written request therefor (together with documentation reasonably evidencing such expenses) and an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this Article IX or the DGCL. Such expenses (including attorneys fees) actually and reasonably incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

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This court case No. 2023-0409 retrieved on April 10, 2023, from int.NYT is part of the public domain. The court-created documents are works of the federal government, and under copyright law, are automatically placed in the public domain and may be shared without legal restriction.