Plaintiffs Parag Agrawal, Vijaya Gadde, and Ned Segal are Named in Proceedings

FACTUAL BACKGROUND

Plaintiffs are Named in Proceedings

31. Agrawal and Segal were named as defendants in the Securities Class Action on or about September 13, 2022, while both still were officers of the Company. Gadde was named as a defendant in the Securities Class Action on or about February 13, 2023, when plaintiffs in that action filed an Amended Class Action Complaint.

    
    

32. The operative complaint in the Securities Class Action alleges, on behalf of a putative class of plaintiffs that purchased or otherwise acquired publicly traded Twitter securities, that the defendants, including Agrawal, Gadde, and Segal, violated federal securities law. See generally Corrected Am. Compl. (Dkt. 67), Baker v. Twitter, Inc., et al., No. 2:22-cv-06525. Among other reasons, Agrawal, Gadde, and Segal were named as defendants in the lawsuit because they are alleged to have been directly involved in the dissemination of the allegedly false and misleading statements at issue in that case. See id. Their involvement in the Securities Class Action is by reason of their previous roles as officers of Twitter and accordingly Agrawal, Gadde, and Segal are entitled to advancement of Expenses incurred in connection therewith.

    
    

33. In or about July 2022, Agrawal and Segal were contacted by federal authorities in connection with certain inquiries related to the Company. Then again, in or about September 2022, and again after his departure from Twitter, Agrawal received requests from the SEC asking that he take measures to preserve certain documents pertaining to his work at the Company. Later in 2022, representatives of the U.S. Department of Justice contacted counsel for Agrawal and Segal regarding certain investigations related to the Company.

    
    

34. Because these SEC and DOJ Inquiries relate to the Company, Agrawal and Segal are involved by reason of their previous roles as officers of the Company and are entitled to advancement of Expenses incurred in connection therewith.

    
    

35. On or about September 21, 2020, while still an officer of the Company, Gadde was named as a defendant, alongside the Company, in the D'Ambly Lawsuit. Plaintiff in that action alleges that the named defendant "doxed" him as a white supremacist through use of defendant's Twitter account. Compl. 1 1 (Dkt. 1), D'Ambly v. Exoo, et al., No. 2-20-cv-12880. Gadde was named as a defendant in the lawsuit because she purportedly was "the sole decision maker and person authorized to permanently ban Twitter users." Gadde's involvement in the D'Ambly Lawsuit is by reason of her previous role as an officer of the Company and she is entitled to advancement of Expenses incurred in connection therewith.

    
    

36. On or about December 6, 2022, Gadde also received a letter from Representative James Comer, at that time the Ranking Member of the House Committee on Oversight and Reform, which requested her attendance at a public Committee hearing during the 118th Congress, purportedly "to assess Big Tech's control of free discourse and information sharing," following the release of the so-called "Twitter Files." Representative James Comer, Letter to Vijaya Gadde, House Committee on Oversight and Reform (Dec. 6, 2022), https://oversight.house.gov/wp-content/uploads/2022/12/2022-12-6-Letter-to- Gadde-Twitter pdf. Representative Comer explained that Gadde's testimony was necessary due to her recent role as Chief Legal Officer of the Company. See id. Subsequently, on or about February 2, 2023, Gadde received a subpoena from the House Committee on Oversight and Accountability to testify at a public Congressional hearing titled *Protecting Speech from Government Interference and Social Media Bias, Part 1: Twitter's Role in Suppressing the Biden Laptop Story." Gadde's involvement in the Oversight Inquiry was by reason of her previous role as an officer of the Company, and she is entitled to advancement of Expenses incurred in connection therewith.

    
    

37. Each of the Plaintiffs retained Sidley Austin LLP ("Sidley Austin") to represent them in connection with the Proceedings described herein.

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