FACEBOOK INC. CONVERSION AGREEMENT

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").

RECITALS

WHEREAS, DST and DSTG together hold approximately 8.2% of the Company's outstanding capital stock.

WHEREAS, pursuant to that certain Letter Agreement Regarding Certain Agreements between the Company and DST, dated May 26, 2009 (the "Side Letter Agreement"), which Side Letter Agreement shall be amended on or about the date hereof, DST is subject to certain limitations on the percentage of the Company's outstanding capital stock that DST and its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the "1934 Act")) can acquire (defined in the Side Letter Agreement as the " Standstill Threshold").

WHEREAS, DST and DSTG are currently contemplating the purchase of shares of the Company's Class B Common Stock pursuant to those certain Stock Transfer Agreements by and among each of DST and DSTG, respectively, Eduardo Saver in and the Company, to be entered into on or about the date hereof (together, the "Saver in Agreement"), and such purchase would result in DST and DSTG, together, exceeding the Standstill Threshold, absent the Company's waiver of the Standstill Threshold.

WHEREAS, DST and DSTG desire to induce the Company to waive the Standstill Threshold and consent to D S T's and DST G's purchase of the Shares (as defined in the Saver in Agreement) pursuant to the Saver in Agreement by making certain agreements as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Election to Convert. Pursuant to Article IV (B), Section 4 (a) of the Company's Tenth Amended and Restated Certificate of Incorporation, as amended from time to time (the "Charter"), immediately prior to its conversion of Class B Common Stock into Class A Common Stock as set forth below, DSTG provides to the Company notice of and hereby elects to convert 338,400 shares of the Company's Series A Preferred Stock, represented by the stock certificate set forth on Schedule A hereto (the "Preferred Certificate"), into shares of the Company's Class B Common Stock to be issued in the name of DSTG. Immediately following the Series A Preferred Stock conversion described in the first sentence of this section and pursuant to Article IV (D), Section 5 (a) of the Charter (the "Optional Conversion Provision"), DST and DSTG each provide to the Company notice of and hereby elect to convert, in the aggregate, 7,250,000 shares of the Company's Class B Common Stock, represented by the stock certificates identified on Schedule A hereto (collectively with the Preferred Certificate, the "Certificates"), into shares of the Company's Class A Common Stock to be issued in the names of DST and DSTG, respectively, as set forth on Schedule A. DST and DSTG are hereby deemed to deliver to the Company the Certificates representing the shares to be so converted pursuant to Article IV (B), Section 4 (a) of the Charter and the Optional Conversion Provision, all in accordance with this Section 1.

2. Agreement to Convert. Reference is made to (a) that certain Holder Voting Agreement by and among the Company, DST and Mark Zuckerberg, dated as of May 26, 2009, as may be amended from time to time (the "DST Voting Agreement") and (b) that certain Holder Voting Agreement by and among the Company, DSTG and Mark Zuckerberg, dated as of September 25, 2009, as may be amended from time to time (the "DSTG Voting Agreement"). In the event that either the DST Voting Agreement or the DSTG Voting Agreement is terminated pursuant to either Section 7.1 (d) or Section 7.1 (e) thereof (each a "Termination Event"), DST and DSTG hereby agree that this Agreement shall constitute notice to the Company that contingent upon and effective as of such Termination Event all shares of the Company's Class B Common Stock held at the time of such Termination Event by DST, DSTG and/or any of their respective affiliates shall automatically (without any further action on the part of DST, DSTG and/or any of their respective affiliates) convert into shares of the Company's Class A Common Stock pursuant to the Optional Conversion Provision. In addition, upon such Termination Event, DST, DSTG and/or any of their respective affiliates shall promptly deliver to the Company the stock certificates representing all shares of the Company's Class B Common Stock to be converted pursuant to the Optional Conversion Provision in accordance with this Section 2.

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