Nick V Caldwell - 27 Oct 2022 Form 4 Insider Report for TWITTER, INC.

Footnote F1

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated April 25, 2022, by and among the Issuer, X Holdings I, Inc., a Delaware corporation ("Parent"), X Holdings II, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent ("Acquisition Sub"), and, solely for the purpose of certain provisions of the Merger Agreement, Elon R. Musk, on October 27, 2022 (the "Closing Date"), Acquisition Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent is wholly owned by Mr. Musk. In connection with the Merger, these shares were cancelled and converted into the right to receive $54.20 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").

Footnote F2

Pursuant to the Merger Agreement, effective as of the effective time of the Merger (the "Effective Time"), each unvested Restricted Stock Units of the Issuer (each, an "Issuer RSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Issuer RSU and (ii) the Merger Consideration, which resulting amount will vest and become payable through the vesting dates applicable to such Issuer RSU, subject to the holder's continued service with Parent and its affiliates, and remain subject to the same terms and conditions as such Issuer RSU was subject to immediately prior to the Effective Time.

Footnote F3

Pursuant to the Merger Agreement, effective as of the Effective Time, each unvested Performance Restricted Stock Units of the Issuer (each, an "Issuer PRSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer Common Stock subject to such Issuer PRSU based on the achievement of the applicable performance metrics at the target level of performance and (ii) the Merger Consideration, which resulting amount will vest and become payable through the vesting dates applicable to such Issuer PRSU, subject to the holder's continued service with Parent and its affiliates, and remain subject to the same terms and conditions as such Issuer PRSU was subject to immediately prior to the Effective Time (except that performance-based vesting metrics and criteria shall not apply from and after the Effective Time).