Twitter Breached the Contracts of Three Former Executives

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 March 3, 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.