May 4, 2018

Tim Stone, via personal email

Dear Tim,

Congratulations! Snap Inc. (the "Company") is pleased to offer you a regular, full-time, exempt position as follows:

Offer Summary:

Offer Expiration Date: May 4, 2018

Initial Title: Chief Financial Officer

Start Date: May 16, 2018

Work Location and Office Address: Santa Monica and Venice, California

Compensation: annual salary of $500,000

RSUs: Subject to the terms below, the Company will grant you an award of restricted stock units ("RSUs") with an aggregate value of $20,000,000.00, consisting of $19,000,000.00 as a new hire grant and $1,000,000.00 as a special sign-on equity grant.

Stock Options: Subject to the terms below, the Company will grant you an award of 500,000 stock options.

You may be eligible to receive an annual discretionary bonus; please note that whether or not you receive a discretionary bonus, as well as the amount, will be determined by the Company in its sole discretion.

You will be paid biweekly, subject to applicable payroll deductions and withholdings.

In addition, employees qualify for a range of benefits. Check out the enclosed benefits documents for more details, or contact Recruiting for the current suite of benefits available to you. The Company may change compensation and benefits at its discretion.

Under the Snap Inc. 2017 Equity Incentive Plan or any successor equity plan (the "Plan"), and subject to approval by the Company's Board of Directors (the "Board"), the Company will grant you an award of restricted stock units ("RSUs") with an aggregate value of $20,000,000.00, consisting of $19,000,000.00 as a new hire grant ("New Hire RSUs") and $1,000,000.00 as a special sign-on equity grant ("Sign-On RSUs"). If approved, the number of RSUs granted will be determined by using the fair market value of the Company's Common Stock, based on the methodology adopted by the Board as of your employment start date. The vesting date of your RSUs and grant price will be set by the Board after your start date and you will be notified of the same. So long as you remain an employee, (a) the New Hire RSUs will vest equally over forty-eight months in monthly installments from your vest start date, and (b) the Sign-On RSUs will vest after six months from your vest start date. For all RSUs, the Company may, in its sole discretion, elect to holdback that number of vested shares required to cover the taxes, withholdings, and other similar obligations due upon the issuance of the vested RSU shares to you. In all cases, all RSUs will be subject to the terms and conditions of the Plan and the applicable grant agreement.

In the event your employment terminates within the first 6 months of your start date, you will receive a prorated amount of the $1,000,000.00 special sign-on equity grant.

Under the Plan, and subject to approval by the Board, the Company will also grant you an award of 500,000 stock options to purchase shares of the Company's Class A common stock ("Stock Options"). If approved, the exercise price of your Stock Options will be equal to the fair market value of the Company's Class A common stock, which is the average of the high and low trading price of the Company's Common Stock on the last trading day of the


month in which such approval occurs. The vesting start date and the exercise price of your Stock Options will be set by the Board after your start date and you will be notified of the same. So long as you remain an employee, the Stock Option will vest equally over forty-eight months in monthly installments from your vesting start date. The Stock Options will be subject to the terms and conditions of the Plan and the applicable option agreement.

You are being offered employment at the Company because of the personal skills and experience you have, not because of any confidential, proprietary, or trade-secret information of a former or current employer you may have. In your work for the Company, we do not want you to use or disclose any such confidential, proprietary, or trade-secret information. Likewise, as an employee of the Company, you may learn about confidential, proprietary, or trade-secret information related to the Company and its clients. To protect the interests of both the Company and its clients, all employees are required to read and sign the enclosed Confidential Information and Inventions Assignment Agreement as a condition of employment at the Company. Also enclosed for you to review and then sign as a condition of employment are the Confidential Information and Inventions Assignment Agreement, the Conflict of Interest Agreement, the Acknowledgement of At-Will Employment, and our Arbitration Agreement, which provides that all disputes arising out of your employment must be resolved through binding arbitration. We encourage you to read all these documents carefully, and to seek independent legal counsel if you have any questions about the meaning or scope of these documents.

The Company may change your position, duties, and work location from time to time at its discretion. As a Snap Inc. employee, you will be expected to follow Company policies and acknowledge in writing that you have read our Employee Handbook. With the exception of the "employment at-will" policy discussed below, the Company may modify or eliminate its policies at its discretion.

Your employment with the Company is at-will. This means you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying us. Likewise, the Company may terminate your employment at any time or change the terms and conditions of your employment, with or without cause or notice. By signing below, you agree to the at-will nature of your employment and acknowledge that this paragraph describing the at-will nature of your employment supersedes any other agreements or promises made to you by anyone, whether written or oral. Your employment at-will status can be modified only in a written agreement signed by an officer of Snap Inc.

If you accept our offer, we would like you to start on the start date stated in the offer summary above. This offer is contingent upon a background-check clearance, reference check, and satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company's request to meet these conditions. This offer letter supersedes any other agreements or promises made to you by anyone, whether oral or written.


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If you wish to accept employment at Snap Inc. under the terms described above, please sign and date this offer letter, the enclosed Confidential Information and Inventions Assignment Agreement, Conflict of Interest Agreement, Acknowledgement of At-Will Employment, Export Control Laws Compliance Screening Form, and Arbitration Agreement, and return them all to me by the expiration date stated in the offer summary above.

We're excited to have you join the team.


Sincerely,

/s/ Mike O'Sullivan

Mike O'Sullivan, General Counsel

Accepted and agreed:


/s/ Tim Stone

Tim Stone

Date May 4, 2018                                    

Attachment:    Confidential Information and Inventions Assignment Agreement
   Conflict of Interest Agreement
   Acknowledgement of At-Will Employment
   Arbitration Agreement
   Export Control Laws Compliance Screening Form
   Relocation Assistance Repayment Agreement

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Source: OneCLE Business Contracts.