AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 25th, 2014 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 21, 2014 , by and among Facebook, Inc., a Delaware corporation (“Acquirer”), Inception Acquisition Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquirer (“Merger Sub I”), Inception Acquisition Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquirer (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), Oculus VR, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the stockholders’ agent (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
Shares FACEBOOK, INC. CLASS A COMMON STOCK (PAR VALUE $0.000006 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2019 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (“Agreement”) is effective as of _____ by and between Facebook, Inc., a Delaware corporation (the “Company” or “Facebook”), and _____ (“Indemnitee”). For purposes of this Agreement, the “Company” shall be deemed to include Facebook and its subsidiaries, as appropriate.
CREDIT AGREEMENT dated as of August 15, 2013 among FACEBOOK, INC., THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • August 15th, 2013 • Facebook Inc • Services-computer programming, data processing, etc. • New York
CREDIT AGREEMENT dated as of August 15, 2013, among FACEBOOK, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as the Administrative Agent.
70,000,000 Shares FACEBOOK, INC. CLASS A COMMON STOCK (PAR VALUE $0.000006 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2013 • Facebook Inc • Services-computer programming, data processing, etc. • New York
FACEBOOK, INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , by and between Facebook, Inc., a Delaware corporation (the “Company” or “Facebook”), and (“Indemnitee”). For purposes of this Agreement, the “Company” shall be deemed to include Facebook and its subsidiaries, as appropriate.
March 01, 2022 Dear Andrew Bosworth:Meta Platforms, Inc. • April 27th, 2023 • Services-computer programming, data processing, etc.
On behalf of Meta Platforms, Inc. (the “Company” or "Meta"), I am pleased to confirm the terms of the transition of your position at Meta to the new position of Chief Technology Officer. You will continue to work out of the Company’s Burlingame office, under the guidance of Mark Zuckerberg. This transition is effective as of March 14, 2022 (the "Transition Date"). This letter, and the other agreements referenced herein, supersede and replace any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter. This letter will be governed by the laws of the state in which you are employed, without regard to its conflict of laws provisions.
January 27, 2012 David Ebersman Facebook, Inc. Menlo Park, CA 94025 Dear David:Facebook Inc • February 8th, 2012 • Services-computer programming, data processing, etc.
This letter agreement amends and restates the offer letter entered into between you and Facebook, Inc. (the “Company”), dated September 9, 2009.
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • California
This letter agreement amends and restates that certain offer letter entered into between you and Facebook, Inc. (the “Company”) on September 24, 2008. You began your employment with the Company on October 20, 2008 (your “Start Date”). Your continued employment by the Company shall be governed by the following terms and conditions (this “Agreement”).
August 25, 2014 David M. Wehner Facebook, Inc. Menlo Park, CA 94025 Dear David:Facebook Inc • January 29th, 2015 • Services-computer programming, data processing, etc.
This letter agreement amends and restates the offer letter entered into between you and Facebook, Inc. (the “Company”), dated October 29, 2012.
Amendment No. 1 to the Developer Addendum No. 2Original Agreement • July 31st, 2012 • Facebook Inc • Services-computer programming, data processing, etc.
This Amendment No. 1 (“Amendment”) to the Developer Addendum No. 2 dated December 26, 2010, by and between Zynga Inc. (“Zynga, Inc.”, “you”, or “your”) and Facebook, Inc. and Facebook Ireland Limited (collectively, “Facebook”, “FB”, “we”, “us”, or “our”) (the “Addendum No. 2”, and together with the Statement of Rights and Responsibilities, as amended and supplemented by the Addendum No. 2 and the Developer Addendum dated May 14, 2010, the “Original Agreement”), is made by and between Facebook and Zynga on June 12, 2012 (“Amendment Effective Date”). We and you are sometimes referred to in this Amendment individually as a “party” or collectively, as the “parties”.
AMENDMENT NO. 1 TO REVOLVING FACILITYCredit Agreement • October 15th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • New York
AMENDMENT NO. 1 TO REVOLVING FACILITY (this “Agreement”), dated as of October 12, 2012, to the Credit Agreement, dated as of February 28, 2012 (the “Credit Agreement”), among Facebook, Inc. (the “Borrower”), the lenders that are parties thereto and JPMorgan Chase Bank, N.A. (the “Administrative Agent”).
FACEBOOK, INC. INDEMNIFICATION AGREEMENT RELATING TO SUBSIDIARY OPERATIONSIndemnification Agreement • January 28th, 2021 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (“Agreement”) is effective as of ____, by and between Facebook, Inc., a Delaware corporation (the “Company” or “Facebook”), and the undersigned (“Indemnitee”). For purposes of this Agreement, the “Company” shall be deemed to include Facebook and its subsidiaries, as appropriate.
FACEBOOK INC. CONVERSION AGREEMENTConversion Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • California
This Conversion Agreement (this “Agreement”), is made as of February 19, 2010 by and among Facebook, Inc., a Delaware corporation (the “Company”), Digital Sky Technologies Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“DST”), and DST Global Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“DSTG”).
FACEBOOK, INC. SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • California
This Sixth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of December 27, 2010 by and among Facebook, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and other capital stock set forth on Exhibit A to this Agreement (the “Investors”).
FORM OF “TYPE 1” HOLDER VOTING AGREEMENTHolder Voting Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
This Holder Voting Agreement (the “Agreement”) is made as of the day of , , by and among Facebook, Inc., a Delaware corporation (f/k/a TheFacebook, Inc., the “Company”), (the “Stockholder”) and Mark Zuckerberg (the “Proxyholder”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and amongAgreement and Plan of Merger and Reorganization • April 25th, 2014 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of February 19, 2014 (the “Agreement Date”), by and among Facebook, Inc., a Delaware corporation (“Parent”), Rhodium Acquisition Sub II, Inc., a Delaware corporation and a wholly owned (in part directly and in part indirectly) subsidiary of Parent (“Acquirer”), Rhodium Merger Sub, Inc., a Delaware corporation, a direct wholly owned subsidiary of Acquirer (“Merger Sub”), WhatsApp Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the stockholders’ agent (the “Stockholders’ Agent”). Certain other capitalized terms used herein are defined in Exhibit A.
FORM OF “TYPE 2” HOLDER VOTING AGREEMENTHolder Voting Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
This Holder Voting Agreement (this “Agreement”) is made as of the day of , 20 , by and among Facebook, Inc., a Delaware corporation (the “Company”), (together with its successors, “Stockholder”), and Mark Zuckerberg (“Proxyholder”).
September 14, 2021 Dear Marne Levine:Meta Platforms, Inc. • April 28th, 2022 • Services-computer programming, data processing, etc.
On behalf of Facebook, Inc. (the “Company” or "Facebook"), I am pleased to confirm the terms of the transition of your position at Facebook to the new position of Chief Business Officer. You will continue to work out of the Company’s Menlo Park office, under the guidance of Sheryl Sandberg. This transition is effective as of September 7, 2021 (the "Transition Date"). This letter, and the other agreements referenced herein, supersede and replace any prior understandings or agreements, whether oral, written or implied, between you and the Company regarding the matters described in this letter. This letter will be governed by the laws of the state in which you are employed, without regard to its conflict of laws provisions.
BRIDGE LOAN AGREEMENT dated as of February 28, 2012 among FACEBOOK, INC., THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC MORGAN STANLEY SENIOR FUNDING, INC. as Joint Lead Arrangers and Joint...Bridge Loan Agreement • March 7th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • New York
BRIDGE LOAN AGREEMENT dated as of February 28, 2012, among FACEBOOK, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as the Administrative Agent.
January 27, 2012 David Fischer Facebook, Inc. Menlo Park, CA 94025 Dear David:Facebook Inc • May 2nd, 2013 • Services-computer programming, data processing, etc.
This letter agreement amends and restates the offer letter entered into between you and Facebook, Inc. (the “Company”), dated March 23, 2010.
FORM OF “TYPE 4” HOLDER VOTING AGREEMENTHolder Voting Agreement • March 27th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
This Holder Voting Agreement (this “Agreement”) is made as of the [ ]th day of [ ], by and among Facebook, Inc., a Delaware corporation (the “Company”), [ ], a [ ] (together with its successors, “Stockholder”), and Mark Zuckerberg (“Proxyholder”).
FORM OF “TYPE 3” HOLDER VOTING AGREEMENTHolder Voting Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
This Holder Voting Agreement (this “Agreement”) is made as of the day of , 20 , by and among Facebook, Inc., a Delaware corporation (the “Company”), (each, together with its successors, a “Stockholder” and collectively, “Stockholders”), and Mark Zuckerberg (“Proxyholder”).
META PLATFORMS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 27th, 2023 • Meta Platforms, Inc. • Services-computer programming, data processing, etc. • Delaware
Unless otherwise defined herein, the terms defined in the Meta Platforms, Inc. (the “Company”) 2012 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Award Agreement (Restricted Stock Units) (the “Agreement”).
FACEBOOK INC. AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 3rd, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • California
This Amendment No. 1 (this “Amendment”) is made as of May 1, 2012 by and among Facebook, Inc., a Delaware corporation (the “Company”), and the undersigned individuals and entities who are parties to that certain Sixth Amended and Restated Investors’ Rights Agreement, dated as of December 27, 2010 (the “Rights Agreement”) by and among the Company and the Investors (as defined therein). This Amendment amends in certain respects the Rights Agreement. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.
Amendment No. 2 to the Developer Addendum No. 2Facebook Inc • July 31st, 2012 • Services-computer programming, data processing, etc.
This Amendment No. 2 (“Amendment”) to the Developer Addendum No. 2 dated December 26, 2010, by and between Zynga Inc. (“Zynga, Inc.”, “you”, or “your”) and Facebook, Inc. and Facebook Ireland Limited (collectively, “Facebook”, “FB”, “we”, “us”, or “our”) (the “Addendum No. 2”, and together with the Statement of Rights and Responsibilities, as amended and supplemented by the Addendum No. 2 and the Developer Addendum dated May 14, 2010, each as subsequently amended, the “Original Agreement”), is made by and between Facebook and Zynga on July 3, 2012 (“Amendment Effective Date”). We and you are sometimes referred to in this Amendment individually as a “party” or collectively, as the “parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2014 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 6, 2014 by and between Facebook, Inc., a Delaware corporation (“Parent”), and the individuals and entities listed on Exhibit A attached hereto (each a “Holder” and collectively the “Holders”).
FACEBOOK INC. AMENDMENT NO. 1 TO CONVERSION AGREEMENTConversion Agreement • May 3rd, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • California
This Amendment No. 1 (this “Amendment”) is made as of April 30, 2012, by and among Facebook, Inc., a Delaware corporation (the “Company”), and Mail.ru Group Limited (f/k/a Digital Sky Technologies Limited), a limited liability company incorporated under the laws of the British Virgin Islands (“Mail.ru”), DST Global Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“DSTG”), DST Global II, L.P., a Cayman Islands exempted limited partnership (“DSTG II”), DST Global III, L.P., a Cayman Islands exempted limited partnership (“DSTG III”), DST USA Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“DST USA”), and DST USA II Limited, a business company organized under the laws of the British Virgin Islands (“DST USA II”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Conversion Agreement (as defined below).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • April 25th, 2019 • Facebook Inc • Services-computer programming, data processing, etc. • California
THIS ADVISORY SERVICES AGREEMENT is made and entered into as of April 8, 2019 (the “Effective Date”) by and between Facebook, Inc. (“Facebook” or the “Company”) and Chris Cox (“Advisor”).
META PLATFORMS, INC. $1,500,000,000 4.600% SENIOR NOTES DUE 2028 $1,000,000,000 4.800% SENIOR NOTES DUE 2030 $1,750,000,000 4.950% SENIOR NOTES DUE 2033 $2,500,000,000 5.600% SENIOR NOTES DUE 2053 $1,750,000,000 5.750% SENIOR NOTES DUE 2063...Meta Platforms, Inc. • May 3rd, 2023 • Services-computer programming, data processing, etc. • New York
LEASE WILSON MENLO PARK CAMPUS, LLC, a Wisconsin limited liability company Landlord, and FACEBOOK, INC., a Delaware corporation TenantPurchase and Sale Agreement • February 8th, 2012 • Facebook Inc • Services-computer programming, data processing, etc. • California
The Reference Pages information is incorporated into and made a part of the Lease. In the event of any conflict between any Reference Pages information and the Lease, the Lease shall control. The Lease includes Exhibits A through F, all of which are made a part of the Lease.
FACEBOOK, INC. INDEMNIFICATION AGREEMENT RELATING TO NON-U.S. PAYMENTS BUSINESS ACTIVITIESIndemnification Agreement • April 29th, 2021 • Facebook Inc • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement (“Agreement”) is effective as of March 14, 2021 by and between Facebook, Inc., a Delaware corporation (the “Company” or “Facebook”), and Mark Zuckerberg (“Indemnitee”). For purposes of this Agreement, the “Company” shall be deemed to include Facebook and its subsidiaries, unless otherwise indicated.
