S-8

As filed with the Securities and Exchange Commission on October 23, 2015 Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S‑8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Twitter, Inc.
(Exact name of Registrant as specified in its charter)
Delaware				20-8913779
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
1355 Market Street, Suite 900 San Francisco, California 94103
(Address of principal executive offices, including zip code)
Zipdial Mobile Solutions Private Limited Employee Stock Option Plan 2011
(Full title of the plan)
Jack Dorsey Chief Executive Officer Twitter, Inc. 1355 Market Street, Suite 900 San Francisco, California 94103 (415) 222-9670
(Name, address and telephone number, including area code, of agent for service)
	Copies to:
Steven E. Bochner, Esq. Katharine A. Martin, Esq. Lisa Stimmell, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300		Vijaya Gadde, Esq. Sean Edgett, Esq. Twitter, Inc. 1355 Market Street, Suite 900 San Francisco, California 94103 (415) 222-9670
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
Large accelerated filerx Non-accelerated filero (Do not check if a smaller reporting company)			Accelerated filero Smaller reporting companyo
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered		Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.000005 par value per share, reserved for issuance pursuant to the Zipdial Mobile Solutions Private Limited Employee Stock Option Plan 2011		13,041(2)	$0.02 (3)	$260.82	$0.04
TOTAL:		13,041		$260.82	$0.04

(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”),this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Zipdial Mobile Solutions Private Limited Employee Stock Option Plan 2011(the “Zipdial Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2)In connection with that certain Share Purchase Agreement dated as of January 13, 2015, as amended (the “Zipdial Purchase Agreement”), by and among Zipdial Mobile Solutions Private Limited (“Zipdial”) and certain other parties, the Registrant assumed certain outstanding options to purchase equity shares of Zipdial under the Zipdial Plan and such options became exercisable to purchase shares of the Registrant’s common stock, subject to appropriate adjustments to the number of shares and the exercise price of each such option.

(3)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933on the basis of the weighted average exercise price of options outstanding under the Zipdial Plan and assumed by the Registrant.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this registration statement on Form S-8 (this “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Twitter, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Commission on March 2, 2015;

(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above(other than the portions of these documents not deemed to be filed); and

(3) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-36164) filed with the Commission on October 31, 2013, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

The validity of the issuance of the shares of the Registrant’s common stock offered hereby has been passed upon by Wilson Sonsini Goodrich & Rosati, P.C. (“WSGR”). An investment fund associated with WSGR beneficially owns 4,209 shares of the Registrant’s common stock.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation contains provisions that limit the liability of its directors for monetary damages to the fullest extent permitted by

Delaware law. Consequently, the Registrant’s directors will not be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

· any breach of their duty of loyalty to the Registrant or its stockholders;

· any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

· unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

· any transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of the Registrant’s directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, the Registrant’s amended and restated bylaws provide that the Registrant will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of the Registrant’s directors or officers or is or was serving at the Registrant’s request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. The Registrant’s amended and restated bylaws provide that the Registrant may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of the Registrant’s employees or agents or is or was serving at the Registrant’s request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Registrant’s amended and restated bylaws also provide that the Registrant must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, the Registrant has entered into indemnification agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require the Registrant, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require the Registrant to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. The Registrant believes that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions that are included in the Registrant’s amended and restated certificate of incorporation, amended and restated bylaws and the indemnification agreements that the Registrant has entered into with its directors and executive officers may discourage stockholders from bringing a lawsuit against the Registrant’s directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Registrant’s directors and executive officers, even though an action, if successful, might benefit the Registrant and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that the Registrant pays the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, the Registrant is not aware of any pending litigation or proceeding involving any person who is or was one of the Registrant’s directors, officers, employees or other agents or is or was serving at the Registrant’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and the Registrant is not aware of any threatened litigation that may result in claims for indemnification.

The Registrant has obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to the Registrant’s directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to the Registrant with respect to payments that may be made by the Registrant to these directors and executiveofficers pursuant to the Registrant’s indemnification obligations or otherwise as a matter of law.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

Exhibit Number	Description
4.1(1)	Form of common stock certificate of the Registrant.
4.2	Zipdial Mobile Solutions Private Limited Employee Stock Option Plan 2011, and related form agreements thereunder.
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

Exhibit Number	Description
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1).
24.1	Power of Attorney (contained on signature page hereto).

⁽¹⁾ Incorporated by reference to Exhibit 4.1 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-191552), filed with the Commission on October 22, 2013.

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes that:

(1) It will file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) For the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) It will remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on October 23, 2015.

TWITTER, INC.

By:/s/ Jack Dorsey

Jack Dorsey

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jack Dorsey and Anthony Noto, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her in any and all capacities, to sign the Registration Statement on Form S-8 of Twitter, Inc., and any or all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agent, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jack Dorsey                     Jack Dorsey	Interim Chief Executive Officer, Chairman and Director (Principal Executive Officer)	October 23, 2015
/s/ Anthony Noto                     Anthony Noto	Chief Financial Officer (Principal Financial Officer)	October 23, 2015
/s/ Robert Kaiden                     Robert Kaiden	Chief Accounting Officer (Principal Accounting Officer)	October 23, 2015
/s/ Peter Chernin                     Peter Chernin	Director	October 23 2015
I Omid Kordestani	Executive Chairman and Director	October 23, 2015
/s/ Peter Currie                     Peter Currie	Director	October 23, 2015
/s/ Peter Fenton                     Peter Fenton	Director	October 23, 2015
/s/ David Rosenblatt                     David Rosenblatt	Director	October 23, 2015
/s/ Marjorie Scardino                     Marjorie Scardino	Director	October 23, 2015
/s/ Evan Williams                     Evan Williams	Director	October 23, 2015

EXHIBIT INDEX

Exhibit Number	Description
4.1(1)	Form of common stock certificate of the Registrant.
4.2	Zipdial Mobile Solutions Private Limited Employee Stock Option Plan 2011, and related form agreements thereunder.
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1	Power of Attorney (contained on signature page hereto).

⁽¹⁾ Incorporated by reference to Exhibit 4.1 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-191552), filed with the Commission on October 22, 2013.

EX-4.2

EXHIBIT 4.2

EMPLOYEE STOCK OPTION PLAN 2011 ZIPDIAL MOBILESOLUTIONS PRIVATE LIMITED

EmployeeStockOptionPlan2011

CONTENTS

1.Objects & philosophy1

2. Name1

3. Definitions and interpretations1

4. Authority and ceiling5

5. Administration5

6. Eligibility and applicability6

7. Grant of options6

8. Vesting period/schedule/conditions7

9. Exercise7

10.Adjustmentsuponchanges in capitalization, merger or asset sale, surrender of options, bonus or rights issue 9

11. Appointment of nominee 11

12. Surrender of options 11

13. Other terms and conditions 11

14. Taxobligations 11

15. Disclosures in annual reports 12

16. Authority to vary terms 12

17. Initial public offer 12

18. Contract of employment 12

19. Miscellaneous 13

20. Notices 13

21. Governing law and jurisdiction 14

ZIPDIAL MOBILESOLUTIONS PRIVATE LIMITED

EMPLOYEE STOCK OPTION PLAN 2011 (ZIPDIAL ESOP 2011)

1. Objects & Philosophy

1.1 The objectives and philosophy of ZIPDIAL ESOP 2011are as follows:

a. Attracttalentedpeople,whoaddtothestrengthofthemanagementteam,tojoin the Company at various levels of responsibility.

b. RecognizetheroleandresponsibilitythattheEmployeehastakenonand/orthe expected role and responsibility that he/she will take on, in the future.

c. RewardEmployeesforgoodperformanceinthepastandtomotivatesimilar performance in the future.

d. Promoteasharedvision,commondirectionandcohesivegoalsoftheCompany amongst Employees.

e. Retain Employees who are good performers.

f. IncentivethatcompensatesEmployeesfortheirbesteffortstowardsthesuccessful operation, long-term growth and financial success of the Company.

2. Name

2.1 This Plan shall be called ‘ZIPDIAL ESOP 2011’.

2.2 ZIPDIALESOP2011isestablishedwitheffectfromtheDecember1,2011andshall continue to be in force until

(i) its termination by the Board or

(ii) thedateonwhichalloftheOptionsavailableforissuanceunderZIPDIALESOP 2011 have been issued and exercised.

2.3 TheBoardmaysubjecttocompliancewithApplicableLaws,atanytimealter,amend, suspend or terminate ZIPDIAL ESOP 2011.

3. Definitions and Interpretations

3.1 Definitions

ThetermsdefinedinthisZIPDIALESOP2011shallhavethemeaningshereinspecified andtermsnotdefinedinthisZIPDIALESOP2011shallhavethemeaningsasdefinedin theSEBIAct,1992,theSecuritiesContracts(Regulation)Act,1956,theCompaniesAct, 1956,theSecuritiesExchangeBoardofIndia(SEBI)(IssueofCapitalandDisclosure

Page1of16

Requirements)Regulations,2009asamendedfromtimetotime(SEBI(ICDR) Regulations)andtheSEBI(EmployeeStockOptionScheme&EmployeeStock PurchaseScheme)Guidelines,1999,orinanystatutorymodificationsorre-enactments thereof, as the case may be.

i. “Agreement”meanstheEmployeeStockOptionAgreementbetweenthe CompanyandtheOptionGranteeevidencingthetermsandconditionsofan individualEmployeeStockOption.TheAgreementissubjecttotheconditionsof ZIPDIAL ESOP 2011.

ii. “Applicable Law” means the legal requirements relating to Employee Stock Options,including,withoutlimitation,theCompaniesAct,1956,SEBIAct,1992, theSEBI(ICDR)Regulationsandallrelevanttax,securities,exchangecontrol and/orcorporatelawsofIndiaoranyrelevantprevailingandapplicable jurisdiction or of any stock exchange on which the shares are listed or quoted.

iii. “Board”meanstheBoardofDirectorsoftheCompany.TheBoardisauthorised andshalladministertheZIPDIALESOP2011fromtimetotimeinaccordance with the provisions laid out in this Plan.

iv. “Cause”shallmeanconduct,asdeterminedbytheBoardinvolvingthe commissionofanactoftheft,misconduct,embezzlement,fraud,dishonestyor moralturpitude,thedeliberatedisregardoftherulesoftheCompanyortheterms ofemploymentoronsuchotherdisciplinarygroundswhichresultedinoronthe Boarddeterminationmayresultinloss,damageorinjurytotheCompany,the unauthorizeddisclosureofanytradesecretorconfidentialinformationofthe Company or conduct in contravention of the Company Employee Policies.

v. “CompaniesAct”meansTheCompaniesAct,1956andincludesanystatutory modifications, amendments or reenactments thereof.

vi. “Company” means ZIPDIAL MOBILE Solutions Private Limited

vii. “CompanyEmployeePolicies/TermsofEmployment”meantheCompany’s policiesforEmployeesandthetermsofemploymentascontainedinthe employmentletterandanyotherrules/bye-laws,policiesissuedfromtimeto time.

viii. “Director” means a member of the Board of the Company.

ix. “EligibilityCriteria”meansthecriteriaasmaybedeterminedfromtimetotime by the Board for granting the Employee Stock Options to the Employees.

x. “Employee”means(i)apermanentemployeeoftheCompanyworkinginIndia oroutofIndia;or(ii)adirectoroftheCompany,whetherawhole-timeornot;or

(iii)anemployee,asdefinedinsub-clauses(i)or(ii)inthisClause2.1(x)ofa

SubsidiaryCompany,inIndiaoroutofIndiaorofaHoldingCompanyofthe Company but excludes:

a. an employee who is a Promoter;

Page2of16

b. adirectorwhoeitherbyhimselforthroughanybodycorporate,directlyor indirectlyholdsmorethan10%oftheissuedandsubscribedsharesofthe Company;

xi. “ESOPAdministrator”shallbeaDirector/directorsoranofficerofthe Company,appointedornominatedbytheBoardforthepurposesofthe administrationofZIPDIALESOP2011fromtimetotimeinaccordancewiththe provisionsofthisPlan,whoshalldischargehisfunctionsandobligationssubject totheoverallsupervision,superintendenceandcontrol,withareporting obligation to the Board .

xii. “Exercise”ofanOptionmeansexpressionofanintentionbyanEmployeetothe CompanytopurchasetheSharesunderlyingtheOptionsvestedinhim,in pursuanceofZIPDIALESOP2011,inaccordancewiththeprocedurelaiddown by the Company for the Exercise of Options.

xiii. “ExercisePeriod”meanssuchatimeperiodwithinwhichtheEmployeeshould Exercise the Options vested in him in pursuance of ZIPDIAL ESOP 2011.

xiv. “ExercisePrice”meansthepricepayablebyanEmployeeinordertoExercise the Options granted to him in pursuance of ZIPDIAL ESOP 2011.

xv. “Grant” means issue of Options to the Employees under ZIPDIAL ESOP 2011.

xvi. “Holdingcompany”meansanypresentoffutureholdingcompanyofthe Company, as defined in the Companies Act, 1956.

xvii. “Lock-inPeriod”meanstheperiodduringwhichEmployeesshallnotsell, pledgeorotherwisetransfer,directlyorindirectly,anyofhis/herSharesor dispose of any interest in or over or right attaching to any of his/her Shares.

xviii. “Option/EmployeeStockOption”meansanoptiongrantedtoanEmployee, whichgivessuchEmployeetheright,butnotanobligation,topurchaseor subscribeatafuturedatetheSharesunderlyingtheOptionatapre-determined price.

xix. “OptionGrantee/Optionee”meansanEmployeewhohasbeengrantedan EmployeeStockOptioninpursuanceofZIPDIALESOP2011andhavingaright but not an obligation to exercise the Options.

xx. “PermanentDisability”meansanydisabilityofwhatsoevernature,beit physical,mentalorotherwise,whichincapacitatesorpreventsorhandicapsan Employeefromperforminganyspecificjob,workortaskwhichthesaid Employeewascapableofperformingimmediatelybeforesuchdisablement,as determinedbytheBoardbasedonacertificateofamedicalexpertidentifiedby the Board.

xxi. “Promoter”means(a)thepersonorpersonswhoisorareinover-allcontrolof theCompany;(b)thepersonorpersonswhoareinstrumentalintheformationof theCompanyorprogrammepursuanttowhichtheshareswereofferedtothe public;(c)thepersonorpersonsnamedintheofferdocumentaspromoter(s). ProvidedthatadirectororofficeroftheCompany,iftheyareactingassuchonly intheirprofessionalcapacitywillnotbedeemedtobeaPromoter.Wherea

Page3of16

Promoter of the Company is a body corporate, the Promoters of that body corporate shall also be deemed to be Promoters of the Company.

xxii. “Retirement” means retirement as per the rules of the Company.

xxiii. “ZIPDIALESOP2011”meansthisEmployeeStockOptionPlan2011under whichtheCompanyisauthorizedtoGrantEmployeeStockOptionstothe Employees.

xxiv. “SEBI Act” means the Securities & Exchange Board of India Act, 1992 as amended, and includes all regulations and clarifications issued there under.

xxv. “SEBIGuidelines”meanstheSecuritiesandExchangeBoardof India (EmployeeStockOptionSchemeandEmployeeStockPurchaseScheme) Guidelines,1999,asamendedandincludesallregulationsandclarifications issued there under.

xxvi. “Shares”meansequitysharesoftheCompanyarisingoutoftheExerciseof Employee Stock Options granted under ZIPDIAL ESOP 2011.

xxvii. “StrategicSale”meansanysaleinwhichmorethan50%ofthesharesofthe Company are sold / transferred / acquired by a New Investor.

xxviii. “SubsidiaryCompany”meansanypresentsubsidiarycompanyofthe Company, as defined in the Companies Act, 1956.

xxix. “UnvestedOption”meansanOptioninrespectofwhichtherelevantVesting Conditionshavenotbeensatisfiedandassuch,theOptionGranteehasnot become eligible to Exercise the Option.

xxx. “Vesting”meanstheprocessbywhichtheOptionGranteeisgiventherightto ExercisetheEmployeeStockOptionsgrantedtohiminpursuanceofZIPDIAL ESOP 2011.

xxxi. “VestingCondition”meansanyconditionsubjecttowhichtheOptionsgranted would vest in an Option Grantee.

xxxii. “VestingPeriod”meanstheperiodduringwhichtheVestingoftheEmployee StockOptiongrantedtotheEmployee,inpursuanceofZIPDIALESOP2011 takes place.

xxxiii. “VestedOption” means an Option in respect to which the relevant Vesting ConditionshavebeensatisfiedandtheOptionGranteehasbecomeeligibleto Exercise the Option subject to fulfillment of Exercise conditions.

3.2 Interpretation

In this Plan, unless contrary intention appears:

a) the clause headings are for ease of reference only and shall not be relevant to interpretation;

b) a reference to a clause number is a reference to its sub-clauses;

c) words in singular number include the plural and vice versa;

Page4of16

d) words importing a gender include any other gender;

e) areferencetoaScheduleincludesareferencetoanypartofthatSchedulewhichis incorporated by reference.

4. Authority and Ceiling

4.1 TheshareholdersoftheCompany,intheirgeneralmeetingheldonDecember15,2011 haveapprovedtheGrantofEmployeeStockOptionsexercisableintonotmorethan 33,333(ThirtyThreeThousand)equitysharesoftheCompanyofRs.1/-each,under oneormoreEmployeeStockOptionSchemestotheEmployeesoftheCompany,its SubsidiaryCompaniesanditsHoldingCompanyandhavegrantedtheauthorityof designing, implementing and administering such Plans to the Board. .

4.2 The Boardin its meeting held on December 15, 2011 has resolved to issue to Employees underZIPDIALESOP2011,EmployeeStockOptionsexercisableintonotmorethan 33,333(Thirty Three Thousand)equitysharesoftheCompany(“Ceiling”)ofRs.1/- each,witheachsuchOptionconferringarightupontheEmployeetoapplyforoneequity share of the Company, in accordance with the terms and conditions of such issue.

4.3 TheOptionsthatexpire/lapse/getcancelledshallbecomeavailableforfutureGrants, subject to compliance with all Applicable Laws.

4.4 Incases,whereSharesareissuedconsequentuponExerciseofanEmployeeStock OptionunderZIPDIALESOP2011,themaximumnumberofSharesthatcanbeissued underZIPDIALESOP2011asreferredtoinClause3.2abovewillstandreducedtothe extent of such Shares issued.

5. Administration

5.1 TheESOPAdministratorshalladministerZIPDIALESOP2011.Allquestionsof interpretationofZIPDIALESOP2011oranyEmployeeStockOptionraisedbyany employeeoftheCompanyshallbedeterminedbytheBoardandsuchdetermination shallbefinalandbindinguponallpersonshavinganinterestinZIPDIALESOP2011or such Employee Stock Option.

5.2 TheBoardshallinaccordancewiththisPlanandApplicableLawsdeterminethedetailed terms and conditions of the Employee Stock Options, including but not limited to:

(a) ThequantumofEmployeeStockOptionstobegrantedtoanEmployeeunder ZIPDIAL ESOP 2011, subject to the Ceiling as specified in Para 4.2;

(b) TheEligibilityCriteriasubjecttowhichanEmployeewouldbecomeentitledto be granted options under the Plan;

(c) The Schedule for Vesting of Employee Stock Options;

(d) Vesting Conditions;

(e) The method for exercising the Vested Options;

(f) TheconditionsunderwhichtheEmployeeStockOptionvestedinEmployees may lapse in case of termination of employment for misconduct;

Page5of16

(g) Theprocedureformakingafairandreasonableadjustmenttothenumberof EmployeeStockOptionsandtotheExercisePriceincaseofacorporateaction suchasrightsissues,bonusissues,merger,saleofdivisionandothers.Inthis regard the following shall be taken into consideration by the Board:

(i) thenumberand/ortheExercisePriceoftheEmployeeStockOptions shallbeadjustedinamannersuchthatthetotalvalueofSharesremains the same before and after such corporate action;

(ii) forthispurpose,globalbestpracticesinthisareaincludingtheprocedures followed by derivative markets in India and abroad shall be considered;

(iii) theVestingPeriodtheEmployeeStockOptionsshallbeleftunalteredas far as possible to protect the rights of the Option Grantee;

(h) TheprocedureandtermsforGrant,VestingandExerciseofEmployeeStock OptionincaseofEmployeeswhoareonlongleave,sabbaticalorsecondmenton behalf of the Company;

(i) The procedure for cashless Exercise of Employee Stock Options, if required;

(j) Approveforms,writingsand/oragreementsforuseinpursuanceofZIPDIAL ESOP 2011;

(k) Framesuitablepoliciesandsystemstoensurecompliancewith(i)Securitiesand ExchangeBoardofIndia(InsiderTrading)Regulations,1992and(ii)Securities andExchangeBoardofIndia(ProhibitionofFraudulentandUnfairTrade Practices relating to the Securities Market) Regulations, 1995, by any Employee;

(l) Frameanyotherbyelaws,rulesorproceduresasitmaydeemfitforadministering ZIPDIAL ESOP 2011;

(m) DecideallothermattersthatmustbedeterminedinconnectionwithanOption under the Plan.

6. Eligibility and Applicability

6.1 OnlyEmployeesoftheCompanyareeligibleforbeinggrantedEmployeeStockOptions underZIPDIALESOP2011.TheBoardinaccordancewiththeprovisionsofthisPlan willdeterminespecificEmployeestowhomOptionswouldbegrantedandtheEligibility Criteria.

7. Grant of Options

7.1 ThegrantofOptionsshallbeevidencedbytheEmployeeStockOptionAgreementin suchform,astheBoardshallfromtimetotimedetermine.SuchAgreementshallbe deemedtoincorporateallthetermsofZIPDIALESOP2011,asifthesameweresetout therein.IntheeventofinconsistencybetweentheAgreementandZIPDIALESOP2011, ZIPDIAL ESOP 2011shall prevail.

7.2 UnlessotherwiseprovidedbytheBoardatthetimewhentheEmployeeStockOptions aregranted,theEmployeeStockOptionsgrantedtoanEmployeeshallbesubjecttothe terms and conditions set forth in this Plan and the Agreement as approved by the Board.

Page6of16

8. Vesting Period/Schedule/Conditions

8.1 OptionsgrantedunderZIPDIALESOP2011wouldvestnotearlierthan0(zero)months andnotlaterthan48(FortyEight)monthsfromthedateofGrantofsuchOptions. VestingofOptionswouldbesubjecttocontinuedemploymentwiththeCompanyand thustheOptionswouldvestonpassageoftime.However,inadditiontothis,theBoard mayalso,ifitfeelsnecessaryincertainorinallcases,specifycertainperformance parameters–corporate,individualoracombination–subjecttowhichtheOptionswould vest.ThespecificVestingscheduleandVestingConditionssubjecttowhichOptions wouldvestwouldbedetailedinwritingandprovidedtotheOptionGranteeatthetimeof the Grant of Options in the Letter of Grant.

9. Exercise

a) TheOptionswillbegrantedatanExercisePriceassetbytheBoardandwill bebetweentheparvalueofRs1/-andtheprevailingfairmarketvalueas determinedinamannerapprovedbytheBoardandinaccordancewiththe SEBIandotherregulatoryguidelinesprevailingatthetimeofthegrant,as applicable

b) TheEmployeeStockOptionsgrantedshallbecapableofbeingexercised withinaperiodbeingnotmorethan10(Ten)yearsfromthedateofVesting oftherespectiveEmployeeStockOptions.HoweverthetermoftheStock Optiongrantedwillexpireearlier,iftheemploymentisterminatedas described below.

c) TheSharesarisingoutofExerciseofVestedOptionswouldnotbesubjectto any lock-in period after such Exercise.

d) Intheeventofresignation/termination(otherthanduetoCause)ofthe OptionGranteefromemploymentwiththeCompany,alltheUnvested Optionsshallstandcancelledonthedateofsubmissionofthe resignation/termination.However,alltheVestedOptionsasonthedateof submissionofresignation/dateofterminationshallbeexercisablebythe OptionGranteenotmorethan3(Three)monthsfromhis/herlastworking daywiththeCompanyorbeforetheexpiryoftheExercisePeriod,whichever is earlier.

e) IntheeventofRetirementfromemploymentwiththeCompany,allVested OptionsshouldbeexercisedbytheOptionGranteeimmediatelyafter,butin noeventlaterthan3(Three)monthsfromthedateofsuchRetirement,and allUnvestedOptionswillstandcancelledasonthedateofsuchRetirement, unlessotherwisedeterminedbytheBoardwhosedeterminationwillbefinal and binding.

f) IntheeventofthatanOptionGranteeduetoCauseorduetoanyreasons whatsoeverhasbeensuspendedbytheCompanyoranenquiryisbeing conducted,allOptionsshallstandsuspendedandthesameshallnotvestnor shallbeexercisableuntiltheenquiryiscompletedorthesuspensionrevoked. IftheOptionGranteeisfoundguiltyofmisconductunderanysuchenquiry, the provision of Clause 9(g) shall apply.

Page7of16

g) IntheeventofterminationofemploymentofanOptionGranteeduetoCause, all the Options granted to such Option Grantee, including all the Vested Optionswhichwerenotexercisedatthetimeofsuchterminationshallstand cancelledwitheffectfromthedateofsuchtermination;thedateofsuch terminationshallbedeterminedbytheBoard,anditsdecisiononthisissue shallbebindingandfinal.Anyunvestedoptionsasonthedateofseparation shallcontinuetoremainwiththeCompanyandwillbere-eligibleforissueas optionsduringthetermofthisPlan.Notwithstandinganythingcontainedin thisPlan,ifanemployeewasallottedsharespursuanttoexerciseofoptions underthisPlan,andsuchemployee’sservicesareterminatedforCausebythe Company,theCompanyshallhavetheright(butnottheobligation)to purchaseallorpartofthesharesallottedtotheemployeeattheminimum pricepayablesubjecttocomplyingwiththeprovisionsofSection77Aand otherapplicableprovisionsofCompaniesAct,1956andotherapplicablelaw ortheCompanywillhavethediscretiontorequesttheemployeetotransfer thesharestosuchotherperson/entitiesnominatedbytheCompanyaspartof exit process.

h) IntheeventofterminationofanOptionGranteefromtheCompanydueto reasonsofPermanentDisabilityoftheOptionGrantee,anyvestedoptionsas onthedateofsuchPermanentDisabilityshallbeexercisedbytheOption Granteeor,incaseofhisdeath,orincapacitatingphysicalandmental disability,asdeterminedbyaqualifiedspecialist,thenomineeorlegalheirs immediatelyafter,butinnoeventlaterthan12(Twelve)monthsfromthe dateofterminationofemploymenttheOptionGranteeorbeforetheexpiryof theExercisePeriod,whicheverislater.Anyunvestedoptionsasonthedateof deathoftheOptionGranteeshallcontinuetoremainwiththeCompanyand will be re-eligible for issue as options during the term of this Plan.

i) IntheeventofthedeathoftheOptionGranteewhileinemploymentwiththe Company,anyvestedoptionsshallvestinthelegalheirsornominees(if specifiedbytheOptionGrantee)ofthedeceasedOptionGranteeandcanbe exercisedbythelegalheirsornomineesofthedeceasedOptionGrantee immediatelyafter,butinnoeventlaterthan12monthsfromthedateofdeath oftheOptionGranteeorbeforetheexpiryoftheExercisePeriod,whichever islater.AnyunvestedoptionsasonthedateofdeathoftheOptionGrantee shallcontinuetoremainwiththeCompanyandwillbere-eligibleforissueas options during the term of this Plan.

j) IntheeventofabandonmentofemploymentbyanOptionGranteewithoutthe Company’sconsent,alltheOptionsgrantedtosuchanOptionGrantee, includingtheVestedOptions,whichwerenotexercisedatthetimeof abandonmentofemployment,shallstandterminatedwithimmediateeffect. TheBoard,atitssolediscretion,shalldecidethedateofabandonmentbythe Option Grantee and such decision shall be binding on all concerned.

k) IntheeventofseparationoftheOptionGranteefromemploymentwiththe Companyforreasonsotherthanthosementionedabove,alltheUnvested OptionsshallstandcancelledaswitheffectfromthatdateandtheBoardwill

Page8of16

decidewhethertheVestedOptionsonthedateofseparationcanbeexercised by the Option Grantee or not, and such decision shall be binding and final.

10. AdjustmentsuponChanges in Capitalization,MergerorAssetSale,Surrenderof Options, Bonus or Rights Issue

10.1 Changes in Capitalization:

SubjecttoanyrequiredactionbytheshareholdersoftheCompany,thenumberofshares coveredbyeachoutstandingOption,andthenumberofshares,whichhavebeen authorizedforissuanceunderthePlanbutastowhichnoOptionshaveyetbeengranted orwhichhavebeenreturnedtothePlanuponcancellationorexpirationofanOption,as wellasthepricepersharecoveredbyeachsuchoutstandingOption,shallbe proportionatelyadjustedforanyincreaseordecreaseinthenumberofissuedshares resultingfromastocksplit,reversestocksplit,stockdividend,combinationor reclassificationoftheshares,oranyotherincreaseordecreaseinthenumberofissued shareseffectedwithoutreceiptofconsiderationbytheCompany.Theconversionofany convertiblesecuritiesoftheCompanyshallnotbedeemedtohavebeen"effectedwithout receiptofconsideration."SuchadjustmentshallbemadebytheBoard,whose determinationinthatrespectshallbefinal,bindingandconclusive.Exceptasexpressly providedherein,noissuancebytheCompanyofsharesofstockofanyclass,orsecurities convertibleintosharesofstockofanyclass,shallaffect,andnoadjustmentbyreason thereofshallbemadewithrespectto,thenumberorpriceofthesharessubjecttoan Option.

10.2 Share Spilt/Change of Face Value

Incaseofashare-splitwherethefacevalueofthesharesisalteredorincaseof consolidationofshares,themaximumnumberofOptionsavailableforbeinggranted underZIPDIALESOP2011shallstandmodifiedaccordingly,soastoensurethatthe cumulativepaid-upvalue(No.ofsharesXFacevaluepershare)ofthetotalShares arising out of Exercise of Options that can be issued remains unchanged.

10.3 Dissolution or Liquidation:

IntheeventoftheproposeddissolutionorliquidationoftheCompany,theESOP AdministratorshallnotifyeachOptioneeassoonaspracticablepriortotheeffectivedate ofsuchproposedtransaction.TheESOPAdministratorinitsdiscretionmaydeclarethat theOptionsbedeemedtobecomeVestedOptionsandprovideforanOptioneetohave therighttoExercisehisorherOptionuntil15dayspriortosuchtransactionastoallof theSharescoveredthereby.Totheextentithasnotbeenpreviouslyexercised,anOption will terminate immediately prior to the consummation of such proposed action.

10.4 Merger, Strategic Sale or Asset Sale:

Atanytimepriortotheinitialpublicoffering,intheeventofamergeroftheCompany withorintoanothercorporation/company,strategicsaleorthesaleofsubstantiallyallof theassetsoftheCompany,eachOptionshallbeassumedoranequivalentOption substitutedbythesuccessorcompany/corporationoraparentorsubsidiaryofthe successor company/corporation.

Page9of16

Intheeventthatthesuccessorcompany/corporationrefusestoassumeorsubstitutefor theOption,theUnvestedOptionsgrantedtotheOptionGranteeshallvestandbecome Vested Options, with the right to Exercise the Option in lieu of assumption or substitution in the event of a merger or sale of assets. The ESOP Administrator shall notify the Option GranteeinwritingthattheOptionshallbefullyexercisableforaperiodof15daysfrom thedateofsuchnotice,andtheOptionshallterminateupontheexpirationofsuchperiod. Forthepurposesofthisparagraph,theOptionshallbeconsideredassumedif,following themerger,StrategicSaleorsaleofassets,theOptionconferstherighttopurchaseor receive,foreachsharesubjecttotheOptionimmediatelypriortothemergerorsaleof assets,theconsideration(whetherstock,cash,orothersecuritiesorproperty)receivedin themergerorsaleofassetsbyholdersofsharesforeachshareheldontheeffectivedate ofthetransaction(andiftheholderswereofferedachoiceofconsideration,thetypeof considerationchosenbytheholdersofamajorityoftheoutstandingshares);provided, however,thatifsuchconsiderationreceivedinthemerger,Strategicsaleorsaleofassets isnotsolelyequityshares(ortheirequivalent)ofthesuccessorcompany/corporationor itsparent,theESOPAdministratormay,withtheconsentofthesuccessorcorporation, providefortheconsiderationtobereceivedupontheExerciseoftheOption,foreach sharesubjecttotheOption,tobesolelyequityshares(ortheirequivalent)ofthe successorcompany/corporationoritsparentequalinfairmarketvaluetothepershare considerationreceivedbyholdersofshareinthemergerorsaleofassetsdeterminedon the same principles as that of the Company.

10.5 Bonus / Rights Issue:

NotwithstandinganygrantofOptionsmadebytheCompanytotheEmployeesin pursuancetothisPlan,theCompanyisatfulllibertytoissueanyfurtherSharesatany price as it thinks fit to any class of persons, at any time at its discretion.

TheESOPAdministratorshallintimatetheOptionGranteeinawrittennoticesubsequent toabonus/rightsissueofSharesregardingtheincreaseinthenumberofSharesgranted inrespectofeachOptionsgrantedtotheemployeeunderthegrant.Theissueofthe bonus/rightsSharesshallnotchangeanyoftherightsorconditionsunderwhichthe OptionshavebeengrantedexcepttheentitlementtoanincreaseinthenumberofShares perOption,whichmaybeappliedfor.IftheCompanyissuesbonusShares,theOption holderswillbeautomaticallyeligibleforapro-rataincreaseinthenumberofShares availableperVestedOption.FortheremovalofdoubtsitisconfirmedthattheExercise PriceperOptionwillbedeterminedbytheBoardinaccordancewithClause5.2(g) above.The ceilinglimitslaidout underClause 4.2will be increasedtothe extent tocover fortheadditionalOptionssoarisingoutoftheissuanceofthenewsharesbythe Company.

AnyOptionsthathavelapsedordidnotvestbeforetheVestingPeriodforanyreason whatsoever,shallautomaticallyrevertandformpartoftheoverallpoolthatcanbe grantedtoemployeesbytheBoardasperthetermsofthisPlan.TheBoardshallhavethe authoritytoeffect,atanytimeandfromtimetotime,thecancellationofanyorall outstandingOptionsunderthePlanandgrantinsubstitutionnewOptionsunderthePlan coveringthesamenumbersofSharesorsuchnumberofsharesasresultfroman adjustmenttotheoriginalSharespursuanttoabonus/rightsissueofSharesorother similar corporate action.

Page10of16

TheBoardshallconsider,incaseofeachsubstitutegrant,whetherandtheextentto whichthevestingschedulerelatedtotheexercisabilityofthesubstituteOptionshould extend beyond the schedule for the cancelled Option.

11. Appointment of Nominee

11.1 AnOptionGranteemaybywrittennoticeappointapersonashisnominee(s)forthe purposeofexercisingtherights,subjecttotheobligations,intermsofthePlan.The OptionGranteehastherighttorevokesuchnominationatanytimeandafresh nominationmaybemadeonsuchrevocation.Intheeventnonominationhasbeenmade bytheOptionGranteethenthelegalheirsoftheOptionGranteeshallbeentitledtothe Options as per the provisions of this Plan.

12. Surrender of Options

12.1 AnOptionGrantee/legalheirs/nomineemaysurrenderanyoralloftheOptionsatany time,whetherVestedornot.Theentitlementtosuchsurrendershallbelimitedpriorto the lapse of the Exercise Period.

13. Other Terms and Conditions

13.1 NothinghereinisintendedtoorshallgivetheOptionGranteeanyrightorstatusofany kind as a shareholder of the Company (for example, bonus shares, rights shares, dividend, voting,etc.)inrespectofanySharescoveredbytheGrantunlesstheOptionGrantee exercises the Employee Stock Option and becomes a registered holder of the shares of the Company.

13.2 NopersonotherthantheEmployeetowhomtheEmployeeStockOptionisgrantedshall beentitledtoExercisetheEmployeeStockOptionexceptintheeventofthedeathor incapacitatingphysicalandmentaldisability,asdeterminedbyaqualifiedspecialist,of theOptionGrantee.Incaseofdeathorphysicalormentaldisabilityasdescribedherein, thenomineeorlegalheirsoftheOptionGranteeshallbeentitledtoExercisethe Employee Stock Options.

13.3 TheEmployeeStockOptionshallnotbetransferred,pledged,hypothecated,lien, mortgaged or otherwise alienated in any other manner.

Lock-In Period

13.4 TheBoardshalluptotheperiodthatthesharesoftheCompanyarelistedprescribethe relevantLockInperiodforeachEmployeeatthetimeissuanceoftheLetterofGrant. UponlistingofthesharesoftheCompany,theprescribedperiodunderapplicableand relevant regulations shall apply.

14. TaxObligations

14.1 TheCompanyshallhavetherighttodeductfromtheEmployee’ssalary,anytax obligations,whetheroftheCompanyoroftheEmployee,ifany,asmaybeapplicable fromtimetotime,arisinginconnectionwiththeEmployeeStockOptionortheShares acquiredupontheExercisethereof.TheCompanyshallhavenoobligationtodeliver SharestotheOptionGranteeuntilsuchtaxobligationshavebeensatisfiedbytheOption Grantee.

Page11of16

14.2 ThetaxliabilityontheEmployeeatthetimeofexerciseoftheoptionwillbeasper applicabletaxlaws.AtthetimeofeventualsaleoftheEquitySharesbytheEmployee, thedifferencebetweentheacquisitionpriceandthesalepriceoftheShareswouldbe liabletotax(capitalgains).SuchCapitalgainscouldeitherbeLongTermorShortterm and taxed at the prevailing rates.

14.3 IntheeventofanytaxliabilityarisingonaccountoftheissueoftheOptions/conversion intoshares/saleofsharesoranyotherevent,totheEmployeetheliabilityshallbethatof the Employee alone.

14.4 Intheevent ofany taxliability arisingon account ofthe ESOP Plan 2011 to the Company,theCompanyontheadviceoftheBoardshallhavetherighttocollect/deduct the same from the Employees.

14.5 TheEmployeesareadvisedtoconsulttheirrespectivetaxadvisorsforthepurposesofthe effectiveness and understanding of the provisions under this Section 13.

15. Disclosures in Annual Reports

15.1 The Boardshall,interalia,disclose eitherinthe Directorsreport orinthe annexure tothe Director’s report, the following details of the ESOP:

a) Options granted;

b) The pricing formula;

c) Options vested;

d) Options exercised;

e) The total number of shares arising as a result of exercise of option;

f) Total number of options in force;

g) DilutedEarningsPerShare(EPS)pursuanttoissueofsharesonexerciseofoption

calculated in accordance with the relevant Indian Accounting Standards

h) Consideration received against issuance of shares.

16. Authority to vary terms

16.1 TheBoardmay,ifitdeemsnecessary,varythetermsofZIPDIALESOP2011,ensuring compliancewiththeSEBIGuidelines,Applicablelawsandtheshareholders’approval. The same will be communicated to the Option Grantee.

17. Initial Public Offer

17.1 ItistheintentionoftheCompanytomakeaninitialpublicoffer.However,theCompany doesnotguaranteethatitwouldmaketheinitialpublicofferoranytimeframeforthe same.

17.2 Intheeventofsuchaninitialpublicoffer,theCompanymayberequiredtoalterthePlan tomeettheconditionsofsuchofferandcomplywillallapplicablelawsforsuchissue. The Option Grantees shall be bound by such alterations, if any.

18. Contract of Employment

18.1 ThisPlanshallnotformpartofanycontractofemploymentbetweentheCompanyand theEmployeenorbeconstruedsoastogranttheEmployeewitharighttoremaininthe

Page12of16

employmentoftheCompany.Therightsandobligationsofanyindividualunderthe termsofhisofficeoremploymentwiththeCompanyshallnotbeaffectedbyhis participation in this Plan.

18.2 NothinginthisPlanshallbeconstruedasaffordingsuchanindividualanyadditional rightsastocompensationordamagesinconsequenceoftheterminationofsuchofficeor employment for any reason.

18.3 ThisPlanshallnotconferonanypersonanylegalorequitablerightsagainstthe Companyeitherdirectlyorindirectlyorgiverisetoanycauseofactiononlaworequity against the Company or the ESOP Administrator.

19. Miscellaneous

19.1 Government Regulations

ThisZIPDIALESOP2011shallbesubjecttoallApplicableLaws,andapprovalsfrom governmentalauthorities.TheGrantandtheallotmentofsharesunderthisZIPDIAL ESOP2011shallalsobesubjecttotheCompanyrequiringEmployeestocomplywithall Applicable Laws and be subject to the approval of the Company’s Counsel.

19.2 Inability to obtain authority

TheinabilityoftheCompanytoobtainauthorityfromanyregulatorybodyhaving jurisdictionovertheCompany,orunderanyApplicableLaws,forthelawfulissuance andsaleofanyshareshereundershallrelieveandwhollydischargetheCompanyofany and all liability in respect of the failure to issue or sell such shares.

19.3 TheGrantofanEmployeeStockOptiondoesnotformpartoftheOptionGrantee’s entitlementtocompensationorbenefitspursuanttohiscontractofemploymentnordoes theexistenceofacontractofemploymentbetweenanypersonandtheCompanygives suchpersonanyrightorentitlementtohaveanEmployeeStockOptiongrantedtohimin respectofanynumberofsharesoranyexpectationthatanEmployeeStockOptionmight be granted to him whether subject to any condition or at all.

19.4 NeithertheexistenceofthisPlannorthefactthatanindividualhasonanyoccasionbeen grantedanOptionshallgivesuchindividualanyright,entitlementorexpectationthathe hasorwillinfuturehaveanysuchright,entitlementorexpectationtoparticipateinthis Plan by being granted an Employee Stock Option on any other occasion.

19.5 TherightsgrantedtoanOptionGranteeupontheGrantofanEmployeeStockOption shallnotaffordtheOptionGranteeanyrightsoradditionalrightstocompensationor damagesinconsequenceofthelossorterminationofhisofficeoremploymentwiththe Companyforanyreasonwhatsoever(whetherornotsuchterminationisultimatelyheld to be wrongful or unfair).

19.6 TheOptionGranteeshallnotbeentitledtoanycompensationordamagesforanylossor potentiallosswhichhemaysufferbyreasonofbeingunabletoexerciseanEmployee Stock Option in whole or in part.

20. Notices

AllnoticesofcommunicationrequiredtobegivenbytheCompanytoanOptionGrantee byvirtueofthisZIPDIALESOP2011shallbeinwritingandshallbesenttotheaddress

Page13of16

oftheOptionGranteeavailableintherecordsoftheCompanyandanycommunicationto begivenbytheOptionGranteetotheCompanyinrespectofZIPDIALESOP2011shall be sent to the address mentioned below:

The ESOP Administrator & Board

Zipdial Mobile Solutions Private Limited

#83/A“Surabhi” 16thCCross 4thBlockKormangala

Bangalore 560066, INDIA

E- Mail- info@Zipdial.com

21. Governing Law and Jurisdiction

21.1 ThetermsandconditionsofZIPDIALESOP2011shallbegovernedbyandconstruedin accordance with the laws of India.

21.2 TheCourtsofBangalore,Indiashallhavejurisdictioninrespectofanyandallmatters, disputes or differences arising in relation to or out of this ZIPDIAL ESOP 2011.

21.3 NothinginthisClausewillhoweverlimittherightoftheCompanytobringproceedings against any Employee in connection with this ZIPDIAL ESOP 2011:

(i) in any other court of competent jurisdiction; or

(ii) Concurrently in more than one jurisdiction.

Page14of16

NOTICE OF GRANT

Ref. No. ESOP/December 1/2011                           Date: <INSERT TODAY’S DATE>

To: <INSERT EMPLOYEE NAME>

Dear <INSERT EMPLOYE FIRST NAME>,

PART I

SUB:  INTIMATION OF STOCK OPTION GRANT – ZIPDIAL ESOP PLAN 2011

We are pleased to inform you that you have been granted an option to purchase shares of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Tenure Options

Grant No.	<INSERT GRANT NUMBER>
Date Of Grant	<INSERT VESTING START DATE>
No. Of Options Granted :	<INSERT NUMBER OF OPTIONS>
Exercise Period (from date of Vesting)	48 months from date of hire
Exercise Price Per Share	Rs 1/-

Vesting Schedule:

Vesting Date	Number  of Vested Options
On the date of the 1st anniversary of the Date Of Grant	<INSERT NUMBER EQUAL TO 25% OF TOTAL OPTIONS GRANTED>
For each additional month thereafter until the 4th anniversary of the Date Of Grant	1/48th OR <INSERT NUMBER EQUAL TO 1/48TH OF TOTAL OPTIONS GRANTED>
On date of 4th anniversary from the Date Of Grant	<INSERT NUMBER OF OPTIONS>

For the detailed terms and conditions of the Grant please go through the enclosed ZipDial ESOP Plan 2011 Grant Agreement (‘Option Agreement’).  The detailed Options Vesting Schedule is attached for your reference. You are requested to return a copy of the Agreement duly signed to signify your acceptance. Please note, delivering the copy of the Agreement shall not bind you to purchase any of the Shares subject to the Option.  Your obligation to purchase Shares shall arise only when you exercise the options in accordance with the ZipDial ESOP Plan 2011.

Yours truly,

For and on behalf of ZipDial Mobile Solutions Private Limited

____________

Director

Page15of16

ZIPDIAL ESOP 2011 GRANT AGREEMENT

THIS OPTION AGREEMENT (“the Option Agreement”) is made and entered into this [DATE], by and between

ZipDial Mobile Solutions Private Limited, a private limited company incorporated in India under the Companies Act, 1956 and having its registered office #83/A “Surabhi”, 16^th C Cross, 4^th Main, Kormangala, Bangalore 5600xx. (hereinafter referred to as the “Company” )

AND

[NAME]   (“the Option Grantee”), residing at _____________________________________

WHEREAS the Company has granted to the Option Grantee, [XX] Options, which confer a right but not an obligation on the employee to apply for [XX] Equity shares of the Company upon the terms and conditions set forth in the ZipDial Employee Stock Option Plan 2011 (“ZipDial ESOP 2011/ESOP/Plan”) and the Option Agreement.

1. Interpretation

The terms defined in this Option Agreement shall for the purposes of this Agreement, have the meanings herein specified and terms not defined in this Option Agreement shall have the meanings as defined in the Companies Act, 1956 and the ZipDial ESOP 2011.

2. Administration by the Board of Directors

The Board of Directors of the Company (‘Board”) shall determine all questions of interpretation concerning this Agreement whose determination shall be final and binding upon all persons having an interest in the ZipDial ESOP 2011.

3. Grant of Option

a) The Board hereby grants to the Option Grantee named in the Notice of Grant attached as Part I of this Agreement (the “Option Grantee”) an option (the “Option”) to purchase the number of shares, as set forth in the Notice of Grant, at the Exercise Price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of ZipDial ESOP 2011.  

b) The Options will be granted at an Exercise Price as may be determined by the Board from time to time and approved by the shareholders of the Company.

4. Exercise of Option

i. Right to Exercise:

This Option is exercisable during its term in accordance with the vesting schedule set out in the Notice of Grant and the Detailed Stock Option Vesting Schedule attached as Part II of this Agreement and the applicable provisions of the ZipDial ESOP 2011 and this Option Agreement.

Page16of16

ii.    Method of Exercise

This Option is exercisable by delivery of an exercise notice, in the form attached as Annexure – I (the “Exercise Notice”), the Exercise Notice shall be completed by the Option Grantee and delivered to the ESOP Administrator, appointed/nominated by the Board.  The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised shares.  This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.

No shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws.  Assuming such compliance, for income tax purposes the Exercised shares shall be considered transferred to the Option Grantee on the date the Option is exercised with respect to such Exercised Shares.

5. Method of Payment

Payment of the Exercise Price shall be made by a crossed cheque or a demand draft drawn in favour of the Company, or in such other manner as the Board may decide.

6. Non transferability of Option

The Options granted under this plan are not eligible to be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent.

7. Term of Option

This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

8. Exercise Terms and Conditions

The options shall be exercised by the Option Grantee in accordance with the ZipDial ESOP 2011.

9. Entire Agreement

ZipDial ESOP 2011 is incorporated herein by reference.  The ESOP and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Option Grantee with respect to the subject matter hereof, and may not be modified adversely to the Option Grantee’s interest except by means of a writing signed by the Company and Option Grantee. The terms not specifically defined herein shall have the same meaning assigned to them in ZipDial ESOP 2011.

Page17of16

10. Other Terms and Conditions

10.1 The Employee shall not have a right to receive any dividend or to vote or in any manner enjoy the benefits of a shareholder in respect of Options are granted, till Shares underlying such Options are allotted on Exercise of such Employee Stock Option.

10.2 Nothing herein is intended to or shall give the Option Grantee any right or status of any kind as a shareholder of the Company in respect of any Shares covered by the Grant unless the Option Grantee exercises the Employee Stock Option and becomes a registered holder of the Shares of the Company.

10.3 If the Company issues bonus or rights shares, the Option Grantee will not be eligible for the bonus or rights shares in the capacity of an Option Grantee.  Only if the employee stock options are vested and exercised and the Option Grantee is a valid holder of the shares of the Company, the Option Grantee would be entitled for bonus or rights shares as other shareholders of the Company. However, an adjustment to the number of Options or the Exercise Price or both may be made in accordance with Clause 10 of ZipDial ESOP 2011.

10.4 The Options shall not be transferable to any person except in the event of death of the Option Grantee, in which case the relevant clause in this Scheme would apply.

10.5 No person other than the Employee to whom the Option is granted shall be entitled to Exercise the Option except in the event of the death or incapacitating physical and mental disability, as determined by a qualified specialist, of the Option Grantee holder, in which case the relevant clause in this Scheme would apply.

10.6 The Option shall not be pledged, hypothecated, mortgaged or otherwise alienated in any other manner.

10.7 All Shares allotted on Exercise of the Options, will rank pari-passu with all other shares of the Company for the time being in issue (save as regards any right attached to such shares by reference to a record date prior to the date of allotment).

10.8 All shares allotted on Exercise of the Options shall be subject to a lock in of 12 months from the date of allotment.

11. Deduction of Tax

The Company shall have the right to deduct from the employee’s salary, or recover from the employee, any of the employee’s tax obligations arising in connection with the Option or the Shares acquired upon the Exercise thereof.  The Company shall have no obligation to deliver Shares or to release Shares in pursuance of the Agreement until the Company’s tax deduction obligations, if any have been satisfied by the Option Grantee.

12. Covenants of the Option Grantee

12.1The Option Grantee confirms that:

i. He/she shall not engage himself / herself in activities that have or will have an adverse impact on the reputation of the Company.

ii. while during employment with the Company he/she shall engage himself/herself exclusively in the work assigned by the Company and shall not take up any independent or individual assignments, whether the same is part time or full time, (in an advisory capacity or otherwise) and whether directly or indirectly.

iii. He/she shall not, directly or indirectly, engage in any activity or have any interest in, or perform any services for any person who is involved in activities, which are or shall be (in the sole opinion of the Board) in conflict with the interests of the Company.

iv. In consideration of the Options granted to the Option Grantee, as also, opportunities, training and access to new techniques and know-how that have been made available to the Option Grantee, he/she shall also strictly abide by any and all of the terms of the undertaking executed by him/her in favour of the Company.

v. He/she shall maintain as secret and confidential all Confidential Information (as defined herein) and shall not use or divulge or disclose any such Confidential Information except as may be

Page18of16

required under any obligation of law (subject to obtaining the consent of the Company) or as may be required by the Company.

13. Authority to vary terms

The Board may, if it deems necessary, vary the terms of ESOP, subject to the Applicable Laws.

14. Miscellaneous

14.1Government Regulations

The ZipDial ESOP 2011 shall be subject to all applicable laws, and approvals from governmental authorities. The Grant and the allotment of Shares under this ESOP shall also be subject to the Company requiring Employees to comply with all applicable laws and be subject to the approval of the Company’s counsel.

14.2Inability to obtain authority

The inability of the Company to obtain authority from any regulatory body having jurisdiction, or under any applicable laws for the lawful issuance and sale of any Shares hereunder shall relieve and wholly discharge the Company of any and all liability in respect of the failure to issue or sell such Shares.

14.3 The Grant of an Employee Stock Option does not form part of the Option Grantee’s entitlement to compensation or benefits pursuant to his contract of employment nor does the existence of a contract of employment between any person and the Company, give such person any right entitlement or expectation to have an Employee Stock Option granted to him in respect of any number of Shares or any expectation that an Employee Stock Option might be granted to him whether subject to any condition or at all.

14.4 Neither the existence of this Plan nor the fact that an individual has on any occasion been granted an Option shall give such individual any right entitlement or expectation that he has or will in future have any such right entitlement or expectation to participate in this Plan by being granted an Option on any other occasion.

14.5 The rights granted to an Option Grantee upon the grant of an Option shall not afford the Option Grantee any rights or additional rights to compensation or damages in consequence of the loss or termination of his office or employment with the company for any reason whatsoever (whether or not such termination is ultimately held to be wrongful or unfair).

14.6 The Option Grantee shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to exercise an Option in whole or in part in consequence of the loss or termination of his office or employment with the company for any reason whatsoever (whether or not such termination is ultimately held to be wrongful or unfair).

14.7 Confidentiality

The Option Grantee who holds any Options/Shares under the Plan shall not divulge the details of the Plan and his holding to any person except with the prior permission of the Company obtained in writing. The Option Grantee shall enter into such agreements, as the Company may desire, from time to time, to more fully and effectively implement the Plan.

For the purposes of this Agreement, the term “Confidential Information” is defined as under:

“Confidential Information” shall mean and include all trade related information, trade secrets, confidential and privileged information, customer information, employment related information, strategies,

Page19of16

administration, research in connection with the Company and commercial, legal, scientific, technical data that are either provided to or made available to the Employee by the Company to facilitate his/her work or that the Employee is able to know or has obtained access by virtue of his/her employment or position with the Company.

Confidential Information does not include information which:

(i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party;

(ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than the one having an obligation of confidentiality to the disclosing party;

(iii) is trivial or obvious, in the public domain, becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or

(iv) is independently developed by the receiving party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of applicable statutory law or by a rule or regulation of a recognized stock exchange, provided that it gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.

14.8 General Risks

Participation in the Plan shall not be construed as any guarantee of return on the equity investment. Any loss due to fluctuations in the price of the equity and the risks associated with the investments is that of the Option Grantee alone. The Option Grantee is encouraged to make considered judgment and seek adequate information /clarifications essential for appropriate decision.

15. Notices

All notices of communication required to be given by the Company to an Option Grantee by virtue of this ESOP shall be in writing and shall be sent to the address of the Option Grantee available in the records of the Company and any communication to be given by an Option Grantee to the Company in respect of ZipDial ESOP 2011 shall be sent to the address mentioned below:

             ZipDial Mobile Solutions Private Limited

83A Surabhi, 4^th Cross, 16^th C Main,

4^th Block, Koramangala

Bangalore – 560034 India

16. Governing Law and Jurisdiction

16.1 The terms and conditions of the ESOP shall be governed by and construed in    accordance with the laws of India.

16.2.   The Courts of Bangalore, India shall have jurisdiction in respect of any and all matters, disputes or differences arising in relation to or out of this ESOP. Nothing in this Clause will however limit the right of the Company to bring proceedings against any Employee in connection with this ESOP in any other court of competent jurisdiction; or concurrently in more than one jurisdiction.

Page20of16

17. Income Tax Rules

The applicable Income Tax Laws and Rules as in force will be applicable with regard to the ZipDial ESOP 2011.

18. No guarantee of continued service

OPTION GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY.  OPTION GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT OF THE OPTION GRANTEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTION GRANTEES RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTION GRANTEE’S RELATIONSHIP AS AN EMPLOYER AT ANY TIME WITH OR WITHOUT CAUSE.

It is hereby agreed by the Option Grantee and the Company that this Option is granted and governed by the terms and conditions of the ESOP  and this Option Agreement.  Option Grantee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. Option Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the ESOP and Option Agreement.  Option Grantee further agrees to notify the Company upon any change in the residence address indicated below:

OPTION GRANTEE

SignatureBy

Name:

Title

Residence address:

Page21of16

ANNEXURE – I

EXERCISE NOTICE

To,

The ESOP Administrator

[●]

1. Exercise of Option

Effective as of today, I, [●], the undersigned (“Purchaser”) hereby elects to purchase [●] shares (the “Shares”) of ZipDial Mobile Solutions Private Limited (the “Company”) under and pursuant to the ZipDial Employee Stock Option Plan 2011 (“ZipDial ESOP 2011/ESOP/Plan”) and the Option Agreement dated [●] (the “Option Agreement”).  The purchase price for the shares shall be ` [●]/-, as required by the Option Agreement.

2. Delivery of Payment

Please find enclosed a cheque /demand draft bearing No. [●] dated [●] drawn on [●] towards payment of full purchase price for the shares herein above exercised.

3. Representations of Purchaser

Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Shareholder

Until the issuance (as evidenced by the appropriate entry in the books of the Company or of a duly authorised transfer agent or depository of the Company) of the shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned shares, notwithstanding the exercise of the Option.  The shares so acquired shall be issued to the Option Grantee as soon as practicable after excise of the Option.  

5. Tax Consultation

Purchaser understands that Purchase may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the shares.  Purchaser represents that Purchaser has consulted with the tax consultants for advise in connection with the purchase or disposition of the shares and that Purchaser is not relying on the Company for any tax advice.

Page22of16

6. Entire Agreement

The Plan and Option Agreement are incorporated herein by reference.  This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except by means of a writing signed by the Company and Purchaser. The words not specifically defined herein shall have the same meaning assigned to them in the Plan.

7.        Governing Law

This Agreement shall be governed by the internal substantive laws as well as the laws of India.

Submitted by:

Name  and  

Signature of the Option Grantee

Received by

Name and signature of the ESOP Administrator

Date received

Page23of16

EX-5.1

Exhibit 5.1

OPINION OF WILSON SONSINI GOODRICH & ROSATI

PROFESSIONAL CORPORATION

October 23, 2015

Twitter, Inc.

1355 Market Street, Suite 900
San Francisco, California 94103

Re:Registration Statement on Form S‑8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Twitter, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of up to 13,041 shares of the Company’s common stock, par value $0.000005 per share (the “Shares”), reserved for issuance pursuant to the Zipdial Mobile Solutions Private Limited Employee Stock Option Plan 2011 (the “Plan”).

As your legal counsel, we have examined the proceedings taken and are familiar with the actions proposed to be taken by you in connection with the issuance and sale of the Shares under the Plan and pursuant to the agreements related thereto.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid, and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 2, 2015 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Twitter, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2014.  

/s/ PricewaterhouseCoopers LLP
San Jose, California
October 23, 2015