EX-4.2





 Exhibit 4.2 

FORTINET, INC. 

OFFICER’S CERTIFICATE 

March 5, 2021 

Reference is made to the Indenture dated as of March 5, 2021 (the “Indenture”) by and between Fortinet, Inc. (the
“Issuer”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Trustee is the trustee for any and all securities issued under the Indenture. Pursuant to Section 2.01 and Section 2.03
of the Indenture, the undersigned officer does hereby certify, in connection with the issuance of $500,000,000 aggregate principal amount of 1.000% Notes due 2026 (the “2026 Notes”) and $500,000,000 aggregate principal amount of
2.200% Notes due 2031 (the “2031 Notes”), and together with the 2026 Notes, the “Notes”), that (i) the form and terms of the Notes have been established pursuant to Section 2.01 and Section 2.03 of
the Indenture and comply with the Indenture, and (ii) the terms of the Notes are as follows: 
 Capitalized terms used but not
otherwise defined herein shall have the meanings specified in the Indenture. 
 2026 Notes 

 

			
	Title:	  	1.000% Notes due 2026
		
	Issuer:	  	Fortinet, Inc.
		
	 Trustee, Registrar, Transfer
 Agent,
Authenticating Agent, and
 Paying Agent:
	  	Wells Fargo Bank, National Association
		
	 Aggregate Principal Amount at

Maturity:
	  	$500,000,000
		
	Maturity Date:	  	March 15, 2026
		
	Interest:	  	1.000% per annum (which will accrue and be computed on the basis of a 360-day year of twelve 30-day months).
		
	 Date from which Interest will

Accrue:
	  	March 5, 2021.
		
	Interest Payment Dates:	  	 Semi-annually on each March 15 and September 15 of

each year, commencing on September 15, 2021.

		
	Interest Record Dates	  	March 1 and September 1
		
	Par Call Date:	  	February 15, 2026 (the date that is one month before the Maturity Date of the 2026 Notes).














			
		
	Redemption:	  	 Prior to their Par Call Date, the 2026 Notes will be redeemable, in whole or in part at any time, or from time to time, at Fortinet’s
option, at a “make-whole premium” redemption price calculated by Fortinet equal to the greater of:
  

(1) 100% of the principal amount of the 2026 Notes to be redeemed; and
  

(2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (assuming that such notes matured
on their Par Call Date), exclusive of interest accrued to, but excluding, the date of redemption, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined in the 2026 Notes) plus 10 basis points, plus accrued interest thereon to, but excluding, the date of redemption.

 
 On or after their Par Call Date, the Issuer may at its option redeem the 2026 Notes, at
any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the 2026 Notes being redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

		
	 Change of Control Triggering

Event:
	  	If a Change of Control Triggering Event (as defined in the form of 2026 Notes attached hereto as Exhibit A) occurs, unless the Issuer has exercised its right to redeem the 2026 Notes as described above, the Issuer will be required
to make an offer to each holder of 2026 Notes to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s 2026 Notes at a purchase price in cash equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that
after giving effect to the purchase, any 2026 Notes that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 above that amount.














			
	Conversion:	  	None.
		
	Sinking Fund:	  	None.
		
	Denominations:	  	$2,000 and multiples of $1,000 in excess thereof.
		
	Miscellaneous:	  	The terms of the 2026 Notes shall include such other terms as are set forth in the form of 2026 Notes attached hereto as Exhibit A and in the Indenture.

 2031 Notes 
  

			
	Title:	  	2.200% Notes due 2031
		
	Issuer:	  	Fortinet, Inc.
		
	Trustee, Registrar, Transfer Agent, Authenticating Agent, and Paying Agent:	  	Wells Fargo Bank, National Association
		
	Aggregate Principal Amount at Maturity:	  	$500,000,000
		
	Maturity Date:	  	March 15, 2031
		
	Interest:	  	2.200% per annum (which will accrue and be computed on the basis of a 360-day year of twelve 30-day months).
		
	Date from which Interest will Accrue:	  	March 5, 2021.
		
	Interest Payment Dates:	  	Semi-annually on each March 15 and September 15 of each year, commencing on September 15, 2021
		
	Interest Record Dates	  	March 1 and September 1
		
	Par Call Date:	  	December 15, 2030 (the date that is three months before the Maturity Date of the 2031 Notes).
		
	Redemption:	  	Prior to their Par Call Date, the 2031 Notes will be redeemable, in whole or in part at any time, or from time to time, at Fortinet’s option, each at a “make-whole premium” redemption
price














			
		  	 calculated by Fortinet equal to the greater of:
  

(1) 100% of the principal amount of the 2031 Notes to be redeemed; and
  

(2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2031 Notes to be redeemed (assuming that such notes
matured on their Par Call Date), exclusive of interest accrued to, but excluding, the date of redemption, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at a rate equal to the Treasury Rate (as defined in the 2031 Notes) plus 15 basis points, plus accrued interest thereon to, but excluding, the date of redemption.

 
 On or after their Par Call Date, the Issuer may at its option redeem the 2031 Notes, at
any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the 2031 Notes being redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

		
	 Change of Control Triggering

Event:
	  	If a Change of Control Triggering Event (as defined in the form of 2031 Notes attached hereto as Exhibit B) occurs, unless the Issuer has exercised its right to redeem the notes as described above, the Issuer will be required to
make an offer to each holder of 2031 Notes to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s 2031 Notes at a purchase price in cash equal to 101% of the aggregate principal amount
thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that after
giving effect to the purchase, any 2031 Notes that remain outstanding shall have a denomination of $2,000 and integral multiples of $1,000 above that amount.
		
	Conversion:	  	None.














			
	Sinking Fund:	  	None.
		
	Denominations:	  	$2,000 and multiples of $1,000 in excess thereof.
		
	Miscellaneous:	  	The terms of the 2031 Notes shall include such other terms as are set forth in the form of Notes attached hereto as Exhibit B and in the Indenture.

 Subject to the representations, warranties and covenants described in the Indenture, as amended or
supplemented from time to time, the Issuer shall be entitled, subject to authorization by the Board of Directors of the Issuer and an Officer’s Certificate, to issue additional notes of a series from time to time with identical terms as the
Notes of such series other than with respect to the applicable date of issuance, the issue price and interest accrued prior to the issue date of such additional notes (together, the “Additional Securities”). The Additional
Securities will have the same CUSIP number as the Notes of the applicable series; provided that any Additional Securities that are not fungible with the applicable series of Notes for U.S. federal income tax purposes will be issued under one
or more separate CUSIP numbers. Any Additional Securities will be issued in accordance with Section 2.03 of the Indenture. 
 The
undersigned officer has read and understands the provisions of the Indenture and the definitions relating thereto. The statements made in this Officer’s Certificate are based upon the examination of the provisions of the Indenture and upon the
relevant books and records of the Issuer. In the opinion of the undersigned officer, such officer has made such examination or investigation as is necessary to enable such officer to express an informed opinion as to whether or not the covenants and
conditions of such Indenture relating to the issuance and authentication of the Notes have been complied with. In such officer’s opinion, such covenants and conditions relating to the issuance and authentication of the Notes have been complied
with. 
 [Signature page follows] 












 IN WITNESS WHEREOF, I have signed this Officer’s Certificate pursuant to the Indenture
as of the date first written above and in the capacity indicated below. 
  

					
	FORTINET, INC.
		
	By:	 	 /s/ Keith Jensen

		 	Name:	 	Keith Jensen
		 	Title:	 	Chief Financial Officer


 [Signature Page – Officer’s Certificate pursuant to the Indenture] 












 Exhibit A 

Form of Notes Due 2026 












 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 
 TRANSFERS OF THIS NOTE ARE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF
THE INDENTURE. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

FORTINET, INC. 
 1.000%
Notes due 2026 
  

			
	No. 1	  	CUSIP No.: 34959E AA7
		  	ISIN No.: US34959EAA73
		  	$500,000,000

 FORTINET, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to
CEDE & CO. or registered assigns the principal sum of FIVE HUNDRED MILLION DOLLARS on March 15, 2026. 
 Interest Payment
Dates: March 15 and September 15 (each, an “Interest Payment Date”), commencing on September 15, 2021. 

Interest Record Dates: March 1 and September 1 (each, an “Interest Record Date”). 

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at
this place. 












 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by
its duly authorized officer. 
  

					
	FORTINET, INC.
	By:	 	  

		 	Name:
		 	Title:


 This is one of the Notes of the series designated herein and referred to in the within-mentioned
Indenture. 
 Dated: March 5, 2021 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

		
	By:	 	         

		 	Authorized Signatory














 (REVERSE OF NOTE) 

FORTINET, INC. 
 1.000% Notes due
2026 
 1. Interest. 

Fortinet, Inc. (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from March 5, 2021. Interest on this Note will be paid to but excluding the relevant Interest Payment
Date. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing on September 15, 2021. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform Practice Code. 
 The Issuer
shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful. 

2. Paying Agent. 
 Initially,
Wells Fargo Bank, National Association (the “Trustee”) will act as paying agent. The Issuer may change any paying agent without notice to the Holders. 

3. Indenture; Defined Terms. 

This Note is one of the 1.000% Notes due 2026 (the “Notes”) issued under an indenture dated as of March 5, 2021 (the
“Base Indenture”) by and between the Issuer and the Trustee, and established pursuant to an Officer’s Certificate dated March 5, 2021, issued pursuant to Section 2.01 and Section 2.03 thereof (together, the
“Indenture”). This Note is a “Security” and the Notes are “Securities” under the Indenture. 
 For
purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such
terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. 

4. Denominations; Transfer; Exchange. 

The Notes are in registered form, without coupons, in minimum denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall
register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the mailing of a notice
of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part. 
 5.
Amendment; Supplement; Waiver. 
 Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be
amended or supplemented and any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of all series of Outstanding
Securities (including the Notes) under the Indenture that are affected by such amendment, supplement or waiver (voting together as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture
and the Notes to, among other things, cure any ambiguity, omission, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that does not
adversely affect the rights of any Holder of a Note in any material respect. 

  
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 6. Redemption. 

Prior to February 15, 2026, the Issuer may at its option redeem any of the Notes at any time in whole or from time to time in part, each at a
redemption price calculated by the Issuer equal to the greater of: 
 (i) 100% of the principal amount of the Notes to be redeemed; and

 (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (assuming
that such Notes matured on February 15, 2026), exclusive of interest accrued to, but excluding, the date of redemption, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 10 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of
redemption. 
 On or after February 15, 2026, the Issuer may at its option redeem any of the Notes at any time in whole or from time to time
in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, in each case, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, redemption date. 

Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Notes to be redeemed (assuming that the Notes matured on February 15, 2026) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the Notes (assuming that the Notes matured on February 15, 2026). 

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of four Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation. 
 “Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer. 
 “Reference Treasury Dealer” means
(i) BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Issuer. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 
 “Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption date. 
 Notice of any redemption will be mailed or sent at
least 10 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the
Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot by the Depositary, in the case of Notes represented by a Global Note, or by the Trustee by a method
the Trustee deems to be fair and appropriate, subject to the applicable procedures of the Depositary, in the case of Notes that are not represented by a Global Note. 

  
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 7. Change of Control Triggering Event. 

If a Change of Control Triggering Event (as defined below) occurs, unless the Issuer shall have exercised its right to redeem the Notes as
described above, the Issuer shall be required to make an offer to each Holder of Notes to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to
101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest
payment date); provided that after giving effect to the purchase, any Notes that remain outstanding shall have a minimum denomination of $2,000 and integral multiples of $1,000 above that amount. 

Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Issuer’s option, prior to any
Change of Control (as defined below), but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Issuer shall have exercised its right to redeem the Notes pursuant to
Section 6 hereof, the Issuer shall mail or send a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control
Triggering Event and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or sent (other than as may be required by law) (such date, the
“Change of Control Payment Date”). The notice will, if mailed or sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior
to the Change of Control Payment Date specified in the notice. 
 On the Change of Control Payment Date, the Issuer shall, to the extent
lawful: 
  

	 	•	 	 accept for payment all Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer;



  

	 	•	 	 deposit with the paying agent prior to 10:00 a.m. New York City time an amount equal to the change of control
payment in respect of all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and 


  

	 	•	 	 deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s
Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. 


 The Trustee shall
promptly mail, or cause the paying agent to promptly mail, to each Holder of Notes so tendered the payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered, if any. 
 The Issuer shall comply, to the extent applicable,
with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to a Change of Control Triggering Event. To the extent
that the provisions of any securities laws or regulations conflict with the terms described in the Notes, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations by virtue
thereof; rather, the Issuer shall be deemed to be in compliance with those obligations if it complies with its obligation to repurchase Notes upon a Change of Control Triggering Event in accordance with the Indenture, modified as necessary by the
Issuer in good faith to permit compliance with any such law or regulation. 
 Holders of Notes electing to have Notes purchased pursuant to
a Change of Control Offer will be required to surrender their Notes, with the form entitled “Purchase Exercise Notice Upon a Change of Control Triggering Event” on the reverse of the Note completed, to the paying agent at the address
specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of DTC, prior to the close of business on the third business day prior to the Change of Control Payment Date. 

The Issuer shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer in accordance with such requirements. 

  
 R-3 













 In addition, the Issuer shall not purchase any Notes if there has occurred and is continuing
on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the change of control payment upon a Change of Control Triggering Event. 

For purposes of the Change of Control Offer provisions of the Notes, the following definitions are applicable: 

“Change of Control” means the occurrence of any one of the following: 

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the Issuer’s assets and the assets of the Issuer’s subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)
other than to the Issuer or one of its subsidiaries; 
 (2) the consummation of any transaction (including without limitation, any merger or
consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Issuer or its subsidiaries, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Issuer’s outstanding Voting Stock, measured by voting power rather than number of
shares; provided, however, that a person shall not be deemed the beneficial owner of, or to own beneficially, any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such
person’s affiliates (as defined in the indenture) until such tendered securities are accepted for purchase or exchange thereunder; 

(3) the Issuer consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Issuer, in
any such event pursuant to a transaction in which any of the Issuer’s outstanding Voting Stock or the outstanding Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such
transaction where the shares of the Issuer’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect
parent of the surviving person, immediately after giving effect to such transaction; or 
 (4) the adoption of a plan by the Issuer’s
board of directors relating to the Issuer’s liquidation or dissolution. 
 Notwithstanding the foregoing, a transaction will not be
considered to be a Change of Control if (1) the Issuer becomes a direct or indirect wholly owned subsidiary of a holding company and (2) immediately following that transaction, (a) the direct or indirect holders of the Voting Stock of
the holding company are substantially the same as the holders of the Issuer’s Voting Stock in substantially the same proportions immediately prior to that transaction or (b) no person or group is the beneficial owner, directly or
indirectly, of more than a majority of the total voting power of the Voting Stock of the holding company. 
 “Change of Control
Triggering Event” means the occurrence of both a Change of Control and a Ratings Event. 
 “Fitch” means Fitch Ratings Inc.
and its successors. 
 “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor
rating category of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); and a rating of BBB- or
better by Fitch (or its equivalent under any successor rating category of Fitch) and the equivalent investment grade rating from any replacement Rating Agency or Agencies appointed by the Issuer. 

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors. 

“Rating Agency” means each of Moody’s and S&P; provided, that if, after the date of the initial issuance of the
Notes, Fitch rates the Notes and makes such rating publicly available, Rating Agency shall mean each of Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to continue to make a
rating of the notes publicly available, the Issuer shall appoint a replacement for such Rating Agency that is a “nationally recognized statistical rating organization” within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act. 
 “Ratings Event” means the
Notes are rated below Investment Grade by each of the Rating Agencies on any day during the period (the “Trigger Period”) commencing on the date 60 days prior to the first public announcement by the Issuer of any Change of Control (or
pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended for so long as the rating of the Notes is under publicly announced consideration for a possible downgrade


  
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by either of the Rating Agencies); provided, however, that a Ratings Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of
a particular Change of Control (and thus will not be deemed a Ratings Event for purposes of the definition of Change of Control Repurchase Event (as defined in the Indenture)) unless each of the Rating Agencies announces or publicly confirms or
informs the Trustee in writing at the Issuer’s or the Trustee’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control has occurred at the time of the Ratings Event). 
 “S&P” means
S&P Global Ratings, a division of S&P Global Inc., and its successors. 
 “Voting Stock” of any specified person as of any
date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person. 

8. Defaults and Remedies. 
 If an
Event of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in
principal amount of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal amount of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy
Event of Default with respect to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or
any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it requires. The Indenture permits,
subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of
certain continuing defaults or Events of Default if it determines that withholding notice is in their interest. 
 9. Authentication. 

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note. 

10. Abbreviations and Defined Terms. 

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

11. CUSIP Numbers. 
 Pursuant to
a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of
such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. 
 12. Governing
Law. 
 The laws of the State of New York shall govern the Indenture and this Note thereof. 

  
 R-5 













 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
  
  

(Print or type assignee’s name, address and zip code) 
  

 
 (Insert assignee’s soc. sec. or
tax I.D. No.) 
 and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

 

                          
                                         
                                         
                                         
            
  

							
	Date:	 	  
	 	Your Signature:	 	  


  

                          
                                         
                                         
                                         
            
 Sign exactly as your name appears on the other side of this Note. 

					
		 		 	  

		 		 	Signature
	 Signature Guarantee:
	 		 	  

	Signature must be guaranteed	 		 	Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 

  
 R-6 













 SCHEDULE OF EXCHANGES OF NOTES 

The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made: 

 

															
	 Date of Exchange
	  	Amount of
decrease in
principal amount
of this
Global Note	 	  	Amount of
increase in
principal amount
of this
Global Note	 	  	Principal amount
of this
Global Note
following such
decrease 
(or
increase)	 	  	 Signature of

authorized officer

of

Trustee

		  				  				  				  	
		  				  				  				  	
		  				  				  				  	


  
 R-7 













 PURCHASE EXERCISE NOTICE UPON A CHANGE OF CONTROL TRIGGERING EVENT 

To: Fortinet, Inc. 
 The undersigned registered
owner of this Security hereby acknowledges receipt of a notice from Fortinet, Inc. (the “Issuer”) as to the occurrence of a Change of Control Triggering Event with respect to the Issuer and hereby directs the Issuer to pay, or cause
the Trustee to pay,                     an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (which
is a multiple of $1,000, provided that the remaining principal amount, if any, following such purchase shall be at least $2,000 or a multiple of $1,000 in excess thereof) below designated, to be purchased plus interest accrued to, but excluding, the
purchase date, except as provided in the Indenture. 
 Dated: 

Signature 
 Principal amount to be
purchased 
 (a multiple of $1,000): 

Remaining principal amount 

following such purchase: 
 (zero
or at least $2,000 or a multiple of $1,000 in excess thereof) 
  

			
	By:	 	
                    


		 	Authorized Signatory


  
 1 













 Exhibit B 

Form of Notes Due 2031 












 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 
 TRANSFERS OF THIS NOTE ARE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF
THE INDENTURE. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

FORTINET, INC. 
 2.200%
Notes due 2031 
  

			
	No. 1	  	CUSIP No.: 34959E AB5
		  	ISIN No.: US34959EAB56
		  	$500,000,000

 FORTINET, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to
CEDE & CO. or registered assigns the principal sum of FIVE HUNDRED MILLION DOLLARS on March 15, 2031. 
 Interest Payment
Dates: March 15 and September 15 (each, an “Interest Payment Date”), commencing on September 15, 2021. 

Interest Record Dates: March 1 and September 1 (each, an “Interest Record Date”). 

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at
this place. 












 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by
its duly authorized officer. 
  

					
	FORTINET, INC.
	By:	 	
                    


		 	Name:	 	
		 	Title:	 	


 This is one of the Notes of the series designated herein and referred to in the within-mentioned
Indenture. 
 Dated: March 5, 2021 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

		
	By:	 	
                    


		 	Authorized Signatory














 (REVERSE OF NOTE) 

FORTINET, INC. 
 2.200% Notes due
2031 
 1. Interest. 

Fortinet, Inc. (the “Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described
above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has been paid, from March 5, 2021. Interest on this Note will be paid to but excluding the relevant Interest Payment
Date. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing on September 15, 2021. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months in a manner consistent with Rule 11620(b) of the FINRA Uniform Practice Code. 
 The Issuer
shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue installments of interest (without regard to any applicable grace periods) to the extent lawful. 

2. Paying Agent. 
 Initially,
Wells Fargo Bank, National Association (the “Trustee”) will act as paying agent. The Issuer may change any paying agent without notice to the Holders. 

3. Indenture; Defined Terms. 

This Note is one of the 2.200% Notes due 2031 (the “Notes”) issued under an indenture dated as of March 5, 2021 (the
“Base Indenture”) by and between the Issuer and the Trustee, and established pursuant to an Officer’s Certificate dated March 5, 2021, issued pursuant to Section 2.01 and Section 2.03 thereof (together, the
“Indenture”). This Note is a “Security” and the Notes are “Securities” under the Indenture. 
 For
purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on which the Indenture was qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such
terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. 

4. Denominations; Transfer; Exchange. 

The Notes are in registered form, without coupons, in minimum denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall
register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the mailing of a notice
of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part. 
 5.
Amendment; Supplement; Waiver. 
 Subject to certain exceptions, the Notes and the provisions of the Indenture relating to the Notes may be
amended or supplemented and any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of all series of Outstanding
Securities (including the Notes) under the Indenture that are affected by such amendment, supplement or waiver (voting together as a single class). Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture
and the Notes to, among other things, cure any ambiguity, omission, defect or inconsistency or comply with any requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that does not
adversely affect the rights of any Holder of a Note in any material respect. 

  
 R-1 













 6. Redemption. 

Prior to December 15, 2030, the Issuer may at its option redeem any of the Notes at any time in whole or from time to time in part, each
at a redemption price calculated by the Issuer equal to the greater of: 
 (i) 100% of the principal amount of the Notes to be redeemed;
and 
 (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed
(assuming that such Notes matured on December 15, 2030), exclusive of interest accrued to, but excluding, the date of redemption, discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at a rate equal to the Treasury Rate (as defined below) plus 15 basis points, plus, in each case, accrued and unpaid
interest thereon to, but excluding, the date of redemption. 
 On or after December 15, 2030, the Issuer may at its option redeem any
of the Notes at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, in each case, plus accrued and unpaid interest on the principal amount being redeemed to, but
excluding, redemption date. 
 Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment
dates falling on or prior to a redemption date will be payable on the interest payment date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Notes to be redeemed (assuming that the Notes matured on December 15, 2030) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the Notes (assuming that the Notes matured on December 15, 2030). 

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of four Reference Treasury
Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation. 
 “Quotation
Agent” means the Reference Treasury Dealer appointed by the Issuer. 
 “Reference Treasury Dealer” means
(i) BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (or their respective affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Issuer. 
 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 
 “Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Comparable Treasury Price for such redemption date. 
 Notice of any redemption will be mailed or sent at
least 10 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the
Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot by the Depositary, in the case of Notes represented by a Global Note, or by the Trustee by a method
the Trustee deems to be fair and appropriate, subject to the applicable procedures of the Depositary, in the case of Notes that are not represented by a Global Note. 

  
 R-2 













 7. Change of Control Triggering Event. 

If a Change of Control Triggering Event (as defined below) occurs, unless the Issuer shall have exercised its right to redeem the Notes as
described above, the Issuer shall be required to make an offer to each Holder of Notes to purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to
101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest
payment date); provided that after giving effect to the purchase, any Notes that remain outstanding shall have a minimum denomination of $2,000 and integral multiples of $1,000 above that amount. 

Within 30 days following the date upon which the Change of Control Triggering Event has occurred or, at the Issuer’s option, prior to any
Change of Control (as defined below), but after the public announcement of the transaction that constitutes or may constitute the Change of Control, except to the extent that the Issuer shall have exercised its right to redeem the Notes pursuant to
Section 6 hereof, the Issuer shall mail or send a notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee describing the transaction or transactions that constitute or may constitute a Change of Control
Triggering Event and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or sent (other than as may be required by law) (such date, the
“Change of Control Payment Date”). The notice will, if mailed or sent prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior
to the Change of Control Payment Date specified in the notice. 
 On the Change of Control Payment Date, the Issuer shall, to the extent
lawful: 
  

	 	•	 	 accept for payment all Notes or portions of the Notes properly tendered pursuant to the Change of Control Offer;



  

	 	•	 	 deposit with the paying agent prior to 10:00 a.m. New York City time an amount equal to the change of control
payment in respect of all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; and 


  

	 	•	 	 deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s
Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased. 


 The Trustee shall
promptly mail, or cause the paying agent to promptly mail, to each Holder of Notes so tendered the payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered, if any. 
 The Issuer shall comply, to the extent applicable,
with the requirements of Rule 14(e)-1 of the Exchange Act and any other securities laws or regulations in connection with the purchase of Notes pursuant to a Change of Control Triggering Event. To the extent
that the provisions of any securities laws or regulations conflict with the terms described in the Notes, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations by virtue
thereof; rather, the Issuer shall be deemed to be in compliance with those obligations if it complies with its obligation to repurchase Notes upon a Change of Control Triggering Event in accordance with the Indenture, modified as necessary by the
Issuer in good faith to permit compliance with any such law or regulation. 
 Holders of Notes electing to have Notes purchased pursuant to
a Change of Control Offer will be required to surrender their Notes, with the form entitled “Purchase Exercise Notice Upon a Change of Control Triggering Event” on the reverse of the Note completed, to the paying agent at the address
specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of DTC, prior to the close of business on the third business day prior to the Change of Control Payment Date. 

The Issuer shall not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all Notes properly tendered and not withdrawn under its offer in accordance with such requirements. 

  
 R-3 













 In addition, the Issuer shall not purchase any Notes if there has occurred and is continuing
on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the change of control payment upon a Change of Control Triggering Event. 

For purposes of the Change of Control Offer provisions of the Notes, the following definitions are applicable: 

“Change of Control” means the occurrence of any one of the following: 

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the Issuer’s assets and the assets of the Issuer’s subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)
other than to the Issuer or one of its subsidiaries; 
 (2) the consummation of any transaction (including without limitation, any merger or
consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Issuer or its subsidiaries, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Issuer’s outstanding Voting Stock, measured by voting power rather than number of
shares; provided, however, that a person shall not be deemed the beneficial owner of, or to own beneficially, any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such
person’s affiliates (as defined in the indenture) until such tendered securities are accepted for purchase or exchange thereunder; 

(3) the Issuer consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Issuer, in
any such event pursuant to a transaction in which any of the Issuer’s outstanding Voting Stock or the outstanding Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such
transaction where the shares of the Issuer’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect
parent of the surviving person, immediately after giving effect to such transaction; or 
 (4) the adoption of a plan by the Issuer’s
board of directors relating to the Issuer’s liquidation or dissolution. 
 Notwithstanding the foregoing, a transaction will not be
considered to be a Change of Control if (1) the Issuer becomes a direct or indirect wholly owned subsidiary of a holding company and (2) immediately following that transaction, (a) the direct or indirect holders of the Voting Stock of
the holding company are substantially the same as the holders of the Issuer’s Voting Stock in substantially the same proportions immediately prior to that transaction or (b) no person or group is the beneficial owner, directly or
indirectly, of more than a majority of the total voting power of the Voting Stock of the holding company. 
 “Change of Control
Triggering Event” means the occurrence of both a Change of Control and a Ratings Event. 
 “Fitch” means Fitch Ratings Inc.
and its successors. 
 “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor
rating category of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); and a rating of BBB- or
better by Fitch (or its equivalent under any successor rating category of Fitch) and the equivalent investment grade rating from any replacement Rating Agency or Agencies appointed by the Issuer. 

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors. 

“Rating Agency” means each of Moody’s and S&P; provided, that if, after the date of the initial issuance of the
Notes, Fitch rates the Notes and makes such rating publicly available, Rating Agency shall mean each of Moody’s, S&P and Fitch; provided, that if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to continue to make a
rating of the notes publicly available, the Issuer shall appoint a replacement for such Rating Agency that is a “nationally recognized statistical rating organization” within the meaning of
Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act. 
 “Ratings Event” means the
Notes are rated below Investment Grade by each of the Rating Agencies on any day during the period (the “Trigger Period”) commencing on the date 60 days prior to the first public announcement by the Issuer of any Change of Control (or
pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended for so long as the rating of the Notes is under publicly announced consideration for a possible downgrade


  
 R-4 













 
by either of the Rating Agencies); provided, however, that a Ratings Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of
a particular Change of Control (and thus will not be deemed a Ratings Event for purposes of the definition of Change of Control Repurchase Event (as defined in the Indenture)) unless each of the Rating Agencies announces or publicly confirms or
informs the Trustee in writing at the Issuer’s or the Trustee’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control has occurred at the time of the Ratings Event). 
 “S&P” means
S&P Global Ratings, a division of S&P Global Inc., and its successors. 
 “Voting Stock” of any specified person as of any
date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person. 

8. Defaults and Remedies. 
 If an
Event of Default (other than certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in
principal amount of the outstanding Notes, shall by written notice, require the Issuer to repay immediately the entire principal amount of the Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy
Event of Default with respect to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes will automatically become due immediately and payable without any declaration or other act on the part of the Trustee or
any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the Notes unless it has received indemnity as it requires. The Indenture permits,
subject to certain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of
certain continuing defaults or Events of Default if it determines that withholding notice is in their interest. 
 9. Authentication. 

This Note shall not be valid until the Trustee manually signs the certificate of authentication on this Note. 

10. Abbreviations and Defined Terms. 

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

11. CUSIP Numbers. 
 Pursuant to
a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of
such numbers as printed on the Notes and reliance may be placed only on the other identification numbers printed hereon. 
 12. Governing
Law. 
 The laws of the State of New York shall govern the Indenture and this Note thereof. 

  
 R-5 













 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 
 I or we assign
and transfer this Note to 
  
  

(Print or type assignee’s name, address and zip code) 
  

 
 (Insert assignee’s soc. sec. or
tax I.D. No.) 
 and irrevocably appoint agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 

 

                          
                                         
                                         
                                         
                                

							
				
	Date:	 	  
	 	Your Signature:	 	  



 

                          
                                         
                                         
                                         
                                

Sign exactly as your name appears on the other side of this Note. 

					
		 		 	  

		 		 	Signature
	 Signature Guarantee:
	 		 	  

	Signature must be guaranteed	 		 	Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to,
or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 

  
 R-6 













 SCHEDULE OF EXCHANGES OF NOTES 

The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made: 

 

															
	 Date of Exchange
	  	Amount of
decrease in
principal amount
of this
Global Note	 	  	Amount of
increase in
principal amount
of this
Global Note	 	  	Principal amount
of this
Global Note
following such
decrease (or
increase)	 	  	
Signature of
authorized officer
of
Trustee

		  				  				  				  	
		  				  				  				  	
		  				  				  				  	


  
 R-7 













 PURCHASE EXERCISE NOTICE UPON A CHANGE OF CONTROL TRIGGERING EVENT 

To: Fortinet, Inc. 
 The undersigned registered
owner of this Security hereby acknowledges receipt of a notice from Fortinet, Inc. (the “Issuer”) as to the occurrence of a Change of Control Triggering Event with respect to the Issuer and hereby directs the Issuer to pay, or cause
the Trustee to pay,                 an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (which is a multiple of
$1,000, provided that the remaining principal amount, if any, following such purchase shall be at least $2,000 or a multiple of $1,000 in excess thereof) below designated, to be purchased plus interest accrued to, but excluding, the purchase date,
except as provided in the Indenture. 
 Dated: 

Signature 
 Principal amount to be
purchased 
 (a multiple of $1,000): 

Remaining principal amount 

following such purchase: 
 (zero
or at least $2,000 or a multiple of $1,000 in excess thereof) 
  

			
	By:	 	         

		 	Authorized Signatory


  
 1