Read in full: Twitter v. Elon Musk July 2022 Court Case Filing

Case Number: C.A. No. 2022-0613-KSJM

Plaintiff: TWITTER, INC.,

Defendants: ELON R. MUSK, X HOLDINGS I, INC.,and X HOLDINGS II, INC.,

Filing Date: July 12, 2022

Location: THE COURT OF CHANCERY OF THE STATE OF DELAWARE

TABLE OF LINKS

VERIFIED COMPLAINT & NATURE OF THE ACTION

THE PARTIES

JURISDICTION

FACTUAL ALLEGATIONS

I - Musk sets his sights on Twitter

II. Musk offers to buy Twitter

III. The final, agreed-upon deal terms

A. Closing Conditions

B. Efforts Covenants

C. Information Sharing

D. Ordinary Course Covenant

E. Public Statements and Non-Disparagement

F. Termination

G. Specific Performance

IV. The financing structure

V. The market turns

VI. Musk grasps for an out

A. False or spam accounts

B. Defendants’ lawyer letters

C. Financial information

VII. Defendants materially breach their obligations to work toward closing and refrain from unreasonable withholding of consent to operational changes

A. Defendants abandon financing-related efforts and breach section 6.10d

B. Musk delays and stymies key operational decisions

VIII. Defendants purport to terminate the merger agreement

A. Twitter has not breached its information-sharing or cooperation covenants

B. Twitter’s representations in its SEC filings supply no basis for termination

C. Twitter did not breach the ordinary course covenant

D. Having materially breached the merger agreement, defendants are contractually barred from terminating

IX. After purporting to terminate, Musk keeps violating and confirms his earlier violations

X. Twitter faces irreparable harm absent relief

CAUSE OF ACTION (Breach of Contract — Specific Performance & Injunction)

PRAYER FOR RELIEF

Exhibit H

Exhibit J

Assorted Chats with/about SBF

Conversation with ex-wife Talulah Riley