A Full Look at Parag Agrawal's Letter to Twitter Inc.

PARAG AGRAWAL VIJAYA GADDE, and NED SEGAL v. twitter Court Filing, retrieved on April 10, 2023 is part of . You can jump to any part in this filing . This is part 28 of 37. HackerNoon’s Legal PDF Series here EXHIBIT E - Via E - Mail and FedEx - January 13, 2022 Twitter, Inc. 1355 Market Street Suite 900 San Francisco, CA 94103 Attn: Chief Executive Officer; General Counsel Legal Department Re: Demand for Indemnification and Advancement We write on behalf of Parag Agrawal, former Chief Executive Officer of Twitter, Inc. (the “Company”). Pursuant to Article IX of the Company's Bylaws dated as of February 14, 2022, the Director & Officer Indemnification Agreement entered into by the Company and Mr. Agrawal on or about November 29, 2021 (the Agreement), and Section 145 of the Delaware General Corporation Law, we hereby provide notice of Mr. Agrawal's rights to indemnification and demand advancement of expenses (including attorneys' fees) incurred in connection with certain Proceedings, as defined herein. As you know, Mr. Agrawal is a former officer of the Company. On or about September 13, 2022, Mr. Agrawal was named as a defendant in a putative class action securities lawsuit captioned No. 2 :22-cv-06525 (MCS) (C.D. Cal.) (the “Securities Class Action”). Baker v. Twitter, Inc. et al., Additionally, Mr. Agrawal has been contacted by the U.S. Securities and Exchange Commission Division of Enforcement and the U.S. Department of Justice in connection with certain inquiries into the Company and into Elon Musk (the Inquiries, and together with the Securities Class Action, the Proceedings). Mr. Agrawal's involvement in the Proceedings unquestionably is by reason of the fact that Mr. Agrawal was formerly an officer of the Company. Mr. Agrawal has retained Sidley Austin LLP (“Sidley”) to represent him in connection with the Proceedings.[1] Accordingly, we request that the Company advance to Mr. Agrawal as they become due all expenses and legal fees, including attorneys fees, incurred in connection with the Proceedings prior to the final disposition of the Proceedings, as provided for in Section 5 of the Agreement. Enclosed herewith is an undertaking by Mr. Agrawal to repay any amounts advanced if ultimately it is determined that he is not entitled to be indemnified. If there is any basis on which the Company anticipates denying indemnification of Mr. Agrawal in regards to this matter, in whole or in part, please promptly state those objections in writing. Otherwise, please advise to whom invoices should be directed. This letter does not waive any rights or remedies that Mr. Agrawal may have under current or past practices, agreements, or the law, including those that are not specifically addressed herein. Please respond to this letter to me at the address above, or by email at dlanderson@sidley.com Very truly yours, David L. Anderson cc: Mary Hansbury, Global Head of employment Law, Twitter Katherine L. Martin, Senior Legal Counsel, Twitter Katherine Martin, Wilson Sonsini Goodrich And Rosati PC sop-twitter@twitter.com [1] Mr. Agrawal's current counsel of record in the Securities Class Action will withdraw and Sidley will take over that representation. Continue Reading . Here About HackerNoon Legal PDF Series: We bring you the most important technical and insightful public domain court case filings. This court case 2023-0409 retrieved on October 4, 2023, from 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. int.nyt.com