On May 6, 2022 (the Closing Date), Snap Inc. entered into a credit agreement by and among Snap, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, and the other issuing banks party thereto. The Credit Agreement provides a revolving credit facility in an aggregate principal amount of $1,050,000,000, and replaces Snap's prior revolving credit agreement, dated as of July 29, 2016 (as amended), by and among Snap, the several lenders from time to time party thereto, Morgan Stanley Senior Funding Inc., as administrative agent and issuing bank, and the other issuing banks party thereto, pursuant to which Snap had a revolving credit facility in the same principal amount, which was terminated concurrently with the entry into the Credit Agreement. Revolving loans may be borrowed, repaid, and reborrowed until May 6, 2027, at which time all amounts borrowed must be repaid.

Snap may request, no more than two times during the term of the Credit Agreement, that each revolving Lender extend the Maturity Date for the revolving loans for one year. Revolving loans may be prepaid and revolving loan commitments may be permanently reduced by Snap in whole or in part, without penalty or premium. As of the Closing Date, Snap had no outstanding revolving loans under the Credit Agreement.

Loans may be denominated in U.S. Dollars or in Euros, Sterling, Australian Dollars, Yen, and Canadian Dollars, together with any other currency that is approved by the Administrative Agent. Loans denominated in Permitted Foreign Currencies may not exceed an aggregate of $200,000,000. Revolving loans under the Credit Agreement will bear interest, at Snap's option, at a rate equal to (i) for loans made in U.S. Dollars, the applicable one, three, or six-month secured overnight financing rate plus a margin of 0.75%, or if selected by Snap, the base rate, (ii) for loans made in Euros or Yen, the applicable Euro or Tokyo overnight financing rate, respectively, plus a margin of 0.75%, (iii) for loans made in Australian Dollars, the average bid reference rate administered by ASX Benchmarks Pty Limited plus a margin of 0.75%, (iv) for loans made in Canadian Dollars, the average rate applicable to Canadian Dollar Canadian bankers' acceptances for the applicable period plus a margin of 0.75%, or (v) for loans made in Sterling, the Sterling overnight index average plus a margin of 0.0326%, plus a margin of 0.75%.

During a payment event of default under the Credit Agreement, the applicable interest rates are increased by 2.0% per annum. In the Credit Agreement, base rate is defined as the greatest of (i) the Wall Street Journal prime rate, (ii) the greater of (a) the federal funds rate and (b) the overnight bank funding rate, plus 0.50% and (iii) the applicable SOFR for a period of one month (but not less than zero) plus 1.00. Under the Credit Agreement, Snap will pay to the Administrative Agent (for the account of each lender) a commitment fee on a quarterly basis based on amounts committed but unused under the revolving facility of 0.10% per annum.

The Credit Agreement contains customary representations, warranties, and affirmative and negative covenants, including a financial covenant, events of default, and indemnification provisions in favor of the lenders. The negative covenants include restrictions on the incurrence of liens and indebtedness, certain merger transactions and other matters, all subject to certain exceptions. The financial covenant, based on a quarterly financial test, requires the maintenance of aggregate consolidated liquidity of at least $300,000,000.

The Credit Agreement includes customary events of default that, include among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control, and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement.