EX-10.1


 Exhibit 10.1 

$1,500,000,000 
 Palo Alto
Networks, Inc. 
 0.75% Convertible Senior Notes due 2023 

Purchase Agreement 

July 10, 2018 
 Citigroup Global Markets
Inc. 
 Wells Fargo Securities, LLC 
 As Representatives of the
several Initial Purchasers listed in Schedule 1 hereto 
  

	c/o	Citigroup Global Markets Inc. 

 388 Greenwich Street 

New York, New York 10013 
 Wells
Fargo Securities, LLC 
 375 Park Avenue, 3rd Floor 

New York, New York 10152 
 Ladies and Gentlemen:

 Palo Alto Networks, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial
purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $1,500,000,000 aggregate principal amount of its 0.75% Convertible Senior Notes
due 2023 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $225,000,000 aggregate principal amount of its 0.75% Convertible Senior Notes due 2023 (the “Option
Securities”), solely to cover overallotments, if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 0.75% Convertible Senior Notes due 2023 granted to the Initial Purchasers in
Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into cash and shares, if any, (the “Underlying Securities”)
of common stock of the Company, par value $0.0001 per share (the “Common Stock”) in the manner provided in the Indenture (as defined below). The Securities will be issued pursuant to an Indenture to be dated as of the Closing Date
(as defined below) (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). 

In connection with the offering of the Underwritten Securities, the Company and one or more financial institutions (the “Call Spread
Counterparties”) are entering into convertible note hedge transactions and warrant transactions pursuant to convertible note 






 
hedge confirmations (the “Base Bond Hedge Confirmations”) and warrant confirmations (the “Base Warrant Confirmations”), each dated the date hereof (the Base Bond
Hedge Confirmations and the Base Warrant Confirmations, collectively, the “Base Call Spread Confirmations”), and in connection with the issuance of any Option Securities, the Company and the Call Spread Counterparties may enter into
additional convertible note hedge transactions and additional warrant transactions pursuant to additional convertible note hedge confirmations (the “Additional Bond Hedge Confirmations”) and additional warrant confirmations (the
“Additional Warrant Confirmations”), each to be dated the date of the exercise by the Initial Purchasers of their option to purchase such Option Securities pursuant to Section 2 hereof (the Additional Bond Hedge Confirmations
and the Additional Warrant Confirmations, collectively, the “Additional Call Spread Confirmations” and together with the Base Call Spread Confirmations, the “Call Spread Confirmations”). 

The Company hereby confirms its agreement with the several Initial Purchasers concerning the purchase and sale of the Securities, as follows:

 1.    The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933,
as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering memorandum dated July 9, 2018 (the “Preliminary Offering Memorandum”) and will prepare an
offering memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering
Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this purchase agreement (this “Agreement”). The Company hereby confirms that it has authorized the use of the Preliminary Offering
Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner contemplated by this Agreement. References herein to
the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein and any reference to “amend,” “amendment” or
“supplement” with respect to the Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to refer to and include any documents filed after such date and incorporated by reference therein. 

At or prior to 8:05 a.m. New York City time on July 10, 2018 (the “Time of Sale”), the Company had prepared the following
information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum, as supplemented and amended by the written communications listed on Annex A hereto. 

2.    Purchase and Resale of the Securities by the Initial Purchasers. (a) The Company agrees to issue and
sell the Underwritten Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth
herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Underwritten Securities set forth opposite such Initial Purchaser’s name in Schedule 1 hereto at a price equal to 99.00% of the principal
amount thereof (the “Purchase Price”) plus accrued interest, if any, from July 12, 2018 to the Closing Date (as defined below). 

  
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 In addition, the Company agrees to issue and sell the Option Securities to the several Initial
Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and
not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from July 12, 2018 to the date of payment and delivery. 

If any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Initial Purchaser shall be the amount of
Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Initial Purchaser in Schedule 1 hereto (or such amount increased
as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Initial Purchasers, subject, however, to such adjustments to eliminate Securities in denominations other
than $1,000 as the Representatives in their sole discretion shall make. 
 The Initial Purchasers may exercise the option to purchase the
Option Securities solely to cover over-allotments at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall
set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter
defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10
hereof). Except as separately agreed in writing by the Company and the Representatives, any such notice shall be given at least two business days prior to the date and time of delivery specified therein (except in the case of any Option Securities
to be delivered on the Closing Date, in which case notice shall be delivered at least one business day prior to the Closing Date). 

(b)    The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set
forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: 

(i)    it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a
“QIB”) and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”); 

(ii)    it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or
sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act;
and 

  
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 (iii)    it has not solicited offers for, or offered or sold,
and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act
(“Rule 144A”) and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A. 

(c)    Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to
the Initial Purchasers pursuant to Sections 6(e) and 6(f), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by
the Initial Purchasers with their agreements, contained in paragraph (b) above, and each Initial Purchaser hereby consents to such reliance. 

(d)    The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or through any
affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement.

 (e)    Payment for the Securities shall be made by wire transfer in immediately available funds to the account
specified by the Company to the Representatives in the case of the Underwritten Securities, at the offices of Davis Polk & Wardwell LLP, 1600 El Camino Real, Menlo Park, California at 10:00 A.M. New York City time on July 12, 2018, or at
such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and
place specified by the Representatives in the written notice of the Initial Purchasers’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing
Date” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. 

Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against
delivery to the nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Initial Purchasers of the Securities to be purchased on such date of one or more global notes representing the Securities
(collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at the offices
of the Representatives set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. 

  
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 (f)    The Company acknowledges and agrees that each Initial Purchaser is
acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial
advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Initial Purchaser is advising the Company or any other person as to any legal, tax, investment, accounting or
regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the
Initial Purchasers shall have no responsibility or liability to the Company with respect thereto. Any review by the Initial Purchasers of the Company, the transactions contemplated hereby or other matters relating to such transactions will be
performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Company. 

3.    Representations and Warranties of the Company. The Company represents and warrants to each Initial Purchaser
that: 
 (a)    Preliminary Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not
contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes
no representation and warranty with respect to any statements or omissions based upon information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use in any
Preliminary Offering Memorandum, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. 

(b)    Time of Sale Information. The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date
and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions based upon information relating to any Initial Purchaser furnished to the Company in writing by such
Initial Purchaser through the Representatives expressly for use in such Time of Sale Information, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in
Section 7(b) hereof. No statement of material fact included in the Offering Memorandum has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included
in the Offering Memorandum has been omitted therefrom. 

  
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 (c)    Additional Written Communications. The Company (including its
agents and representatives, other than the Initial Purchasers in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written
communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a
communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on
Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) each electronic road show and any other written communications approved in writing in advance by
the Representatives. Each such Issuer Written Communication does not conflict with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the
Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication based upon information relating to any Initial Purchaser furnished to
the Company in writing by such Initial Purchaser through the Representatives expressly for use in such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the
information described as such in Section 7(b) hereof. 
 (d)    Offering Memorandum. As of the date of the
Offering Memorandum and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Offering Memorandum does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions based upon
information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use in the Offering Memorandum, it being understood and agreed that the only such information
furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. 

(e)    Incorporated Documents. The documents incorporated by reference in the Offering Memorandum or the Time of
Sale Information, when filed with the Securities and Exchange Commission (the “Commission”) conformed or will conform, as the case may be, in all material respects to the requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), and such documents did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

  
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 (f)    Financial Statements. The financial statements and the related
notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Time of Sale Information and the Offering Memorandum present fairly the financial position of the Company and its consolidated subsidiaries
as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles
(“GAAP”) applied on a consistent basis throughout the periods involved. 
 (g)    No Material Adverse
Change. There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its
subsidiaries, taken as a whole from that set forth in the Time of Sale Information and the Offering Memorandum. 

(h)    Organization and Good Standing. The Company has been duly incorporated, is validly existing as a corporation
in good standing under the laws of the State of Delaware, has the corporate power and authority to own or lease its property and to conduct its business as described in the Time of Sale Information and is duly qualified to transact business and is
in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”); and each subsidiary of the Company has been duly organized, is validly existing and in good standing under the laws of the
jurisdiction of its organization (to the extent such concepts are applicable under such laws), has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Information and is duly qualified
to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent such concepts are applicable under such laws), except to the
extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. 

(i)    Subsequent Changes. Subsequent to the respective dates as of which information is given in each of the Time
of Sale Information and the Offering Memorandum, and except as disclosed in the Time of Sale Information and the Offering Memorandum, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or
contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock other than from its employees or other service providers in connection with the termination of their service, nor
declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt
of the Company and its subsidiaries, except in each case as described in each of the Time of Sale Information and the Offering Memorandum, respectively. 

  
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 (j)    Capitalization. The authorized capital stock of the Company
conforms as to legal matters to the description thereof contained in each of the Time of Sale Information and the Offering Memorandum. 

(k)    Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement, the
Indenture and the Securities (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it
of each of the Transaction Documents and the consummation by it of the transactions contemplated thereby or by the Time of Sale Information and the Offering Memorandum has been duly and validly taken. 

(l)    Indenture. The Indenture has been duly authorized by the Company and, when duly executed and delivered in
accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability
Exceptions”). 
 (m)    Purchase Agreement. This Agreement has been duly authorized, executed and
delivered by the Company. 
 (n)    The Securities. The Securities have been duly authorized by the Company and,
when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture. 

(o)    The Underlying Securities. The Underlying Securities issuable upon conversion of the Securities (assuming
full physical settlement of the Securities upon conversion and the maximum conversion rate under any “make-whole” adjustment applies (the “Conversion Shares”)) have been duly authorized and reserved for issuance upon
conversion of the Securities and, when and to the extent issued upon conversion of the Securities in accordance with the terms of the Indenture and the Securities, will be validly issued, fully paid and
non-assessable, and the issuance of any Underlying Securities will not be subject to any preemptive or similar rights. 

(p)    Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the
description thereof contained in the Time of Sale Information and the Offering Memorandum. 
 (q)    No Violation or
Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in


  
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default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained
in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of
clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect. 

(r)    No Conflicts. The execution and delivery by the Company of, and the performance by the Company of its
obligations under, each of the Transaction Documents, the issuance and sale of the Securities (including any issuance of the Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction
Documents or the Time of Sale Information and the Offering Memorandum will not (i) contravene any provision of applicable law, (ii) violate the terms of the certificate of incorporation or bylaws of the Company, (iii) conflict with or
result in a breach of any agreement or other instrument binding upon the Company or any of its subsidiaries, or (iv) result in any violation of any judgment, order or decree of any governmental body, agency or court having jurisdiction over the
Company or any subsidiary, except that in the case of clauses (i) and (iii) as would not, individually or in the aggregate, have a Material Adverse Effect or materially affect the power or ability of the Company to perform its obligations under
each of the Transaction Documents. 
 (s)    No Consents Required. No consent, approval, authorization, order,
license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of
the Securities (including the issuance of the Underlying Securities upon conversion thereof) and the consummation of the transactions contemplated by the Transaction Documents or the Time of Sale Information and the Offering Memorandum, except for
such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and resale of the Securities by the Initial Purchasers or under the
bylaws, rules and regulations of The New York Stock Exchange (the “Exchange”) with regards to listing the Conversion Shares and the Warrant Shares on the Exchange. 

(t)    Legal Proceedings. There are no legal or governmental proceedings pending or, to the knowledge of the
Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject other than proceedings accurately described in all material respects in the Time of
Sale Information and the Offering Memorandum and proceedings that would not, individually or in the aggregate, have a Material Adverse Effect or materially affect the power or ability of the Company to perform its obligations under the Transaction
Documents or to consummate the transactions contemplated by the Time of Sale Information and the Offering Memorandum. 

  
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 (u)    Independent Accountants. Ernst & Young LLP, who have
certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission
and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act. 

(v)    Title to Real and Personal Property. The Company and its subsidiaries do not own any real property. The
Company and its subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances and
defects, except such as are described in the Time of Sale Information and the Offering Memorandum or such as do not materially diminish the value of such property and do not materially interfere with the use made and proposed to be made of such
property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and, to the Company’s knowledge, enforceable leases with such
exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the Time of Sale Information and the
Offering Memorandum. 
 (w)    Intellectual Property. The Company and its subsidiaries own or possess, or can
acquire on commercially reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), service marks, trade names and trademarks, currently employed by them in connection with the business now conducted by them and as proposed to be conducted, (the “Company Intellectual
Property”). Except as disclosed in the Time of Sale Information, (i) there are no third parties who have been able to establish any material rights to any Company Intellectual Property, except for the retained rights of the owners of
the Company Intellectual Property that is licensed to the Company; (ii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others (A) challenging the validity, enforceability or scope
of any Company Intellectual Property or (B) challenging the Company’s rights or any of its subsidiaries’ rights in or to any Company Intellectual Property; and (iii) there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others that the Company or any subsidiary materially infringes, misappropriates or otherwise violates or conflicts with any intellectual property or other proprietary rights of others, and the Company
and its subsidiaries are unaware of any fact which would form a reasonable basis for any such action, suit, proceeding or claim. 

(x)    No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any
of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in a registration statement to be
filed with the Commission and that is not so described in the Time of Sale Information and the Offering Memorandum. 

  
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 (y)    Investment Company Act. The Company is not and, after giving
effect to the offering and sale of the Securities and the application of the proceeds thereof and the transactions contemplated by the Call Spread Confirmations as described in the Time of Sale Information and the Offering Memorandum, will not be
required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”). 

(z)    Taxes. The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns
required to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect) and have paid all taxes required to be paid
thereon (except for cases in which the failure to file or pay would not have a Material Adverse Effect, or, except as currently being contested in good faith and for which reserves required by GAAP have been created in the financial statements of
the Company), and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which could reasonably be
expected to be determined adversely to the Company or its subsidiaries and which could reasonably be expected to have) a Material Adverse Effect. 

(aa)    Licenses and Permits. The Company and its subsidiaries possess all certificates, authorizations and permits
issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses except where the failure to obtain such certificates, authorizations or permits would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit
which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as described in the Time of Sale Information. 

(bb)    No Labor Disputes. No material labor dispute with the employees of the Company or any of its subsidiaries
exists, except as described in the Time of Sale Information and the Offering Memorandum, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any
of its principal suppliers, manufacturers or contractors that would reasonably be expected to have a Material Adverse Effect. 

(cc)    Compliance With Environmental Laws. The Company and its subsidiaries (i) are in compliance with any and
all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in 

  
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compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other
approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval,
any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(dd)    Disclosure Controls. The Company maintains disclosure controls and procedures that comply with the
requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and
principal financial officer by others within those entities; and such disclosure controls and procedures are effective. 

(ee)    Accounting Controls. The Company and its subsidiaries maintain a system of internal accounting controls over
financial reporting sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Time of Sale Information, since the end of the Company’s most recent fiscal year for
which audited financial statements are available, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control
over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 

(ff)    eXtensible Business Reporting Language. The interactive data in eXtensible Business Reporting Language
included or incorporated by reference in the Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. 

(gg)    Insurance. The Company and each of its subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are, in the Company’s reasonable judgment, prudent and customary in the businesses in which they are engaged; neither the Company nor any of its subsidiaries has been refused
any insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar
coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect, except as described in the Time of Sale Information and the Offering Memorandum. 

  
 12 







 (hh)    No Unlawful Payments. Neither the Company nor any of its
subsidiaries or controlled affiliates, nor any director or officer of the Company, nor, to the Company’s knowledge, any employee, agent or representative of the Company or of any of its subsidiaries or controlled affiliates or other person
acting on behalf of the Company or any of its subsidiaries or controlled affiliates, has (i) taken (or has any plans to take) any unlawful action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment
or giving of money, property, gifts, unlawful contribution, or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a
public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper
advantage for the Company or its subsidiaries; (ii) has violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iii) made, offered, agreed,
requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; and the Company and its
subsidiaries and controlled affiliates have conducted their businesses in compliance with applicable anti-bribery and anti-corruption laws and have instituted and are maintaining (and have no present or currently foreseeable intent to discontinue)
policies and procedures designed to promote and achieve compliance with such laws. 
 (ii)    Compliance with
Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as
amended by Title III of the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) and the applicable money laundering statutes of jurisdictions where the Company or
any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering
Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to
the knowledge of the Company, threatened. 

  
 13 







 (jj)    No Conflicts with Sanctions Laws. (i) Neither the Company
nor any of its subsidiaries, nor any director, officer, or employee thereof, nor, to the Company’s knowledge, any agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity
(“Person”) that is, or is owned or controlled by a Person that is: 
 (A) the subject or target of any
sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, including, without limitation, the designation as a “specially designated
national” or “blocked person,” the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority
(collectively, “Sanctions”), nor 
 (B) located, organized or resident in a country or territory that is the
subject or target of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria) (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the
Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (a) to fund or facilitate any activities of or business with any person that, at the time of
such funding or facilitation, is the subject or the target of Sanctions, (b) to fund or facilitate any activities of or business in any Sanctioned Country or (c), to the knowledge of the Company, in any other manner that will result in a
violation by any person (including any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. 

(ii)     For the past 5 years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly
engaged in, and have no present or currently foreseeable intent to engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions
or with any Sanctioned Country. 
 (kk)    No Broker’s Fees. Except as disclosed in the Time of Sale
Information and the Offering Memorandum, neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or
any of its subsidiaries or any Initial Purchaser for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities. 

(ll)    Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class as securities
listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Time of Sale Information, as of the Time of Sale, and the Offering Memorandum, as
of its date, contains or will contain all the information that, if requested by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under the Securities Act. 

(mm)    No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D)
has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner
that would require registration of the Securities under the Securities Act. 

  
 14 







 (nn)    No General Solicitation. None of the Company or any of its
affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. 

(oo)    Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Initial
Purchasers contained in Section 2(b) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of
the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust
Indenture Act. 
 (pp)    No Stabilization. The Company has not taken, directly or indirectly, any action designed
to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities or the Underlying Securities, except as may be permitted by Regulation M under the Exchange Act (“Regulation
M”). 
 (qq)    Margin Rules. Neither the issuance, sale and delivery of the Securities nor the
application of the proceeds thereof by the Company as described in the Time of Sale Information and the Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such
Board of Governors. 
 (rr)    Forward-Looking Statements. No forward-looking statement (within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Time of Sale Information and the Offering Memorandum has been made or reaffirmed without a reasonable basis or has been disclosed other than in good
faith. 
 (ss)    Statistical and Market Data. Nothing has come to the attention of the Company that has caused
the Company to believe that the statistical and market-related data included or incorporated by reference in the Time of Sale Information and the Offering Memorandum is not based on or derived from sources that are reliable and accurate in all
material respects. 
 (tt)    Sarbanes-Oxley Act. The Company and its directors or officers, in their capacities
as such, have complied in all material respects with the provisions of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including
Section 402 related to loans and Sections 302 and 906 related to certifications. 
 (uu)    No Ratings. There
are no securities or preferred stock of or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange
Act. 

  
 15 







 4.    Further Agreements of the Company. The Company covenants and
agrees with each Initial Purchaser that: 
 (a)    Delivery of Copies. The Company will deliver to the Initial
Purchasers as many copies of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including all amendments and supplements thereto) as the Representatives may
reasonably request. 
 (b)    Offering Memorandum, Amendments or Supplements. Before finalizing the Offering
Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or filing with the Commission any document that will be incorporated by reference therein, the Company will, prior to
the completion of the offering of the Securities, furnish to the Representatives and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein
for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or file any such document with the Commission to which the Representatives reasonably object, except as, in the opinion of outside counsel to the
Company, is required by law. 
 (c)    Additional Written Communications. Before making, preparing, using,
authorizing, approving or referring to any Issuer Written Communication, the Company will furnish to the Representatives and counsel for the Initial Purchasers a copy of such written communication for review and will not make, prepare, use,
authorize, approve or refer to any such written communication to which the Representatives reasonably object. 

(d)    Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice
in writing, in the event that it becomes aware (i) of the issuance by any governmental or regulatory authority of any order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the
Offering Memorandum or the Company’s receipt of notification of the initiation or threatening of any proceeding for that purpose; (ii) of the occurrence of any event at any time prior to the completion of the initial offering of the
Securities as a result of which any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances existing when such Time of Sale Information, Issuer Written Communication or the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of
the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its
reasonable efforts to prevent the issuance of any such order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum or suspending any such qualification of the Securities
and, if any such order is issued, will use its reasonable efforts to obtain as soon as possible the withdrawal thereof. 

  
 16 







 (e)    Ongoing Compliance of the Offering Memorandum and Time of Sale
Information. (i) If at any time prior to the earlier of one year from the date hereof and the completion of the initial distribution of the Securities (A) any event shall occur or condition shall exist as a result of which the Offering
Memorandum as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering
Memorandum is delivered to a purchaser, not misleading or (B) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will promptly notify the Initial Purchasers thereof and forthwith prepare and, subject
to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to the Offering Memorandum (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the
statements in the Offering Memorandum as so amended or supplemented (or including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser,
be misleading or so that the Offering Memorandum will comply with law and (ii) if at any time prior to the Closing Date (A) any event shall occur or condition shall exist as a result of which any of the Time of Sale Information as then
amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or
(B) it is necessary to amend or supplement any of the Time of Sale Information to comply with law, the Company will promptly notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the
Initial Purchasers such amendments or supplements to any of the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in any of the Time of Sale
Information as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading. 

(f)    Blue Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue
Sky laws of such jurisdictions within the United States as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for the offering and resale of the Securities; provided that the
Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of
process in any such jurisdiction or (iii) take any action that would subject it to taxation in any such jurisdiction if it is not otherwise so subject. 

(g)    Clear Market. For a period of 90 days after the date of the Offering Memorandum, the Company will not
(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or


  
 17 







 
indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of
the Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent of
Citigroup Global Markets Inc. (“Citi”) 
 The restrictions contained in the preceding paragraph shall not apply to
(i) the Securities to be sold hereunder or the issuance of any Underlying Securities or the issuance of any shares of Common Stock upon conversion of the Company’s 0% Convertible Senior Notes due 2019 (the “2019 Notes”),
(ii) entry into the Call Spread Confirmations and the Company’s performance thereunder or the Company’s performance under the convertible note hedge confirmations and warrant confirmations entered into in connection with the offering of
the 2019 Notes, (iii) the issuance of Common Stock upon exercise and settlement or termination of the warrant transactions entered into pursuant to the Base Warrant Confirmations or any Additional Warrant Confirmations, (iv) the issuance
by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and described or incorporated by reference in the Time of Sale Information, (v) the grant of
options to purchase Common Stock, the issuance of restricted stock awards, performance-based stock awards, restricted stock units or performance-based restricted stock units, or the issuance of shares of Common Stock by the Company (including upon
exercise of such options or the vesting of such restricted stock awards, performance-based stock awards, restricted stock units or performance-based restricted stock units) to employees, officers or directors of the Company pursuant to equity
incentive plans in effect on the date hereof and described or incorporated by reference in the Time of Sale Information and the Offering Memorandum or pursuant to an employee stock purchase plan described in the Time of Sale Information and the
Offering Memorandum, (vi) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an equity
incentive plan, or (vii) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or securities convertible into or exercisable for Common Stock in connection with any (A) mergers, (B) acquisition of
securities, businesses, property or other assets, (C) joint ventures, (D) strategic alliances, (E) equipment leasing arrangements or (F) debt financing; provided that the aggregate number of shares of Common Stock or
securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to
sell or issue pursuant to this clause (vii) shall not exceed 10% of the total number of shares of the Company’s Common Stock issued and outstanding immediately prior to the date of this Agreement; and provided, further, that each
recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (vii) shall, on or prior to such issuance, execute a lock-up agreement
substantially in the form of Exhibit A hereto. 

  
 18 







 (h)    Use of Proceeds. The Company will apply the net proceeds from
the sale of the Securities as described in the Time of Sale Information and the Offering Memorandum under the heading “Use of Proceeds”. 

(i)    No Stabilization. Except as disclosed in the Time of Sale Information and the Offering Memorandum, the
Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities or the Underlying Securities and will not take any
action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby. 

(j)    Underlying Securities. The Company will reserve and keep available at all times, free of pre-emptive rights, the Conversion Shares for the purpose of enabling the Company to satisfy all obligations to issue any Underlying Securities upon conversion of the Securities. The Company will use its reasonable
efforts to list, subject to official notice of issuance, and maintain the listing of, the Conversion Shares on the Exchange. 

(k)    Supplying Information. While the Securities remain outstanding and are “restricted
securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to holders
of the Securities, prospective purchasers of the Securities designated by such holders and securities analysts, in each case upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 

(l)    DTC.    The Company will assist the Initial Purchasers in arranging for the Securities to
be eligible for clearance and settlement through DTC. 
 (m)    No Resales by the Company. The Company will not,
and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company or any of its affiliates and resold
in a transaction registered under the Securities Act. 
 (n)    No Integration. Neither the Company nor any of its
affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be
integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act. 

(o)    No General Solicitation. None of the Company or any of its affiliates or any other person acting on its or
their behalf (other than the Initial Purchasers, as to which no covenant is given) will solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of
Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. 

  
 19 







 5.    Certain Agreements of the Initial Purchasers. Each Initial
Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the solicitation of an offer to buy the
Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) a written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not
included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 4(c) above (including, for the
avoidance of doubt, any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the
Securities and/or other information that was included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum. No Initial Purchaser nor any of its affiliates or any other person acting on its
or their behalf will solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the
meaning of Section 4(a)(2) of the Securities Act. 
 6.    Conditions of Initial Purchasers’
Obligations. The obligation of each Initial Purchaser to purchase the Underwritten Securities on the Closing Date or the Option Securities on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by
the Company of its covenants and other obligations hereunder and to the following additional conditions: 

(a)    Representations and Warranties. The representations and warranties of the Company contained herein shall be
true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true
and correct on and as of the Closing Date or the Additional Closing Date, as the case may be. 
 (b)    No Material
Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Time of Sale Information (excluding any amendment or supplement thereto)
and the Offering Memorandum (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the
Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum. 

(c)    Officers’ Certificate. The Representatives shall have received on and as of the Closing
Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer or chief accounting officer of the Company and one additional executive officer of the Company who is satisfactory to the Representatives
(i) confirming that such officers have carefully reviewed the Time of Sale Information and 

  
 20 







 
the Offering Memorandum and, to the knowledge of such officers after due inquiry, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that
the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such
Closing Date and (iii) to the effect set forth in paragraphs (a) and (b) above. 
 (d)    Comfort
Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, Ernst & Young LLP shall have furnished to the Representatives letters, dated the respective dates of delivery thereof and
addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with
respect to the financial statements and certain financial information contained or incorporated by reference in the Time of Sale Information and the Offering Memorandum; provided that the letter to be delivered on the Closing Date or the
Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior to such Closing Date or such Additional Closing Date, as the case may be. 

(e)    Opinion and 10b-5 Statement of Counsel for the Company. Wilson
Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement,
dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex A hereto. 

(f)    Opinion and 10b-5 Statement of Counsel for the Initial Purchasers.
The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Davis Polk & Wardwell LLP, counsel for the
Initial Purchasers, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. 

With respect to Sections 6(e) and 6(f) above, Wilson Sonsini Goodrich & Rosati, Professional Corporation and Davis Polk &
Wardwell LLP may state that their opinions and beliefs are based upon their participation in the preparation of the Time of Sale Information and the Offering Memorandum and any amendments or supplements thereto and review and discussion of the
contents thereof, but are without independent check or verification, except as specified. 
 (g)    No Legal
Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date
or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing
Date, as the case may be, prevent the issuance or sale of the Securities. 

  
 21 







 (h)    Good Standing. The Representatives shall have received on and
as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization and its good standing as a foreign entity in such other jurisdictions as the
Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. 

(i)    DTC. The Securities shall be eligible for clearance and settlement through DTC. 

(j)    Exchange Listing. An application for the listing of the Conversion Shares shall have been submitted to the
Exchange, and such Conversion Shares shall have been approved for listing, subject to official notice of issuance. 

(k)    Lock-up Agreements. The
“lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and the executive officers and directors of the Company relating to sales and certain other dispositions of
shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date or Additional Closing Date, as the case may be. 

(l)    Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the
Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request. 

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers. 

7.    Indemnification and Contribution. 

(a)    Indemnification of the Initial Purchasers. The Company agrees to indemnify and hold harmless each Initial
Purchaser, its affiliates, directors and officers and each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses,
claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with defending or investigating any such action or claim), joint or several, that arise out of, or are based upon, any
untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication, any road show as defined in Rule 433(h) under the
Securities Act (a “road show”) or the Offering Memorandum (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, 

  
 22 







 
not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein, it being understood and
agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in subsection (b) below. 

(b)    Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, its officers and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth
in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity
with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information
(including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication, any road show or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed upon that
the only such information furnished by any Initial Purchaser consists of the following information in the section entitled “Plan of Distribution” in the Offering Memorandum furnished on behalf of each Initial Purchaser: the information
contained in (x) the second paragraph relating to the placement of the Securities and the offering price to investors and (y) the fourth and fifth sentences relating to market making in the third paragraph, in each case, under the caption
“New Issue of Notes” and the information contained in the first paragraph under the caption “Price Stabilization and Short Positions; Repurchase of Common Stock.” 

(c)    Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall
promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability
that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that
the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an
Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel
to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at the 

  
 23 







 
expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed
within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition
to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be
liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any
Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers and any control
persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such
settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does
not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 

(d)    Contribution. If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the
amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Initial
Purchasers, on the other, from the offering of the Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to
in clause (i) but also the relative fault of the Company, on the one hand, and the Initial Purchasers, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Initial Purchasers, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting
expenses, but after deducting discounts and commissions) received by the Company from the sale of the Securities and the total discounts and commissions received by the Initial Purchasers in connection


  
 24 







 
therewith, as provided in this Agreement, bear to the aggregate offering price of the Securities. The relative fault of the Company, on the one hand, and the Initial Purchasers, on the other,
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Initial
Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 

(e)    Limitation on Liability. The Company and the Initial Purchasers agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Initial Purchaser be
required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchaser with respect to the offering of the Securities exceeds the amount of any damages that such Initial Purchaser
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase
obligations hereunder and not joint. 
 (f)    Non-Exclusive Remedies. The
remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. 

8.    Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by
the parties hereto. 
 9.    Termination. This Agreement may be terminated in the absolute discretion of the
Representatives, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date or, in the case of the Option Securities, prior to the Additional Closing Date (i) trading generally shall have been
suspended or materially limited on or by any of The New York Stock Exchange or The Nasdaq Global Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there
shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes
it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Time of Sale
Information and the Offering Memorandum. 

  
 25 







 10.    Defaulting Initial Purchaser. (a) If, on the Closing Date
or the Additional Closing Date, as the case may be, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder on such date, the non-defaulting Initial
Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion
of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or
supplement to the Time of Sale Information or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context otherwise
requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. 

(b)    If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or
Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the Closing Date or the
Additional Closing Date, as the case may be does not exceed one-eleventh of the aggregate number of Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the number of Securities that such Initial Purchaser agreed to purchase hereunder on such date plus such Initial Purchaser’s pro rata share (based on the number of
Securities that such Initial Purchaser agreed to purchase on such date) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. 

(c)    If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or
Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the Closing Date or the
Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Securities to be purchased on such date, or if the Company shall not exercise the right described in paragraph
(b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Initial Purchasers to purchase Securities on the Additional Closing Date, as the case may be, shall terminate without liability on the part


  
 26 







 
of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the
Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. 

(d)    Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or
any non-defaulting Initial Purchaser for damages caused by its default. 

11.    Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are
consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization,
issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer
Written Communication and the Offering Memorandum (including any amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and
expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such
jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Initial Purchasers); provided that, such fees shall not
exceed $2,500; (vi) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (vii) all expenses and application fees incurred in connection with the approval of the
Securities for book-entry transfer by DTC; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; and (ix) all expenses and application fees related to the listing of
the Conversion Shares and the Warrant Shares on the Exchange. 
 (b)    If (i) this Agreement is terminated pursuant
to Section 9 (other than pursuant to clause (i), (iii) or (iv) of Section 9), (ii) the Company for any reason fails to tender the Securities for delivery to the Initial Purchasers or (iii) the Initial Purchasers decline to
purchase the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Initial Purchasers for all out-of-pocket costs and expenses
(including the fees and expenses of their counsel) reasonably incurred by the Initial Purchasers in connection with this Agreement and the offering contemplated hereby. 

12.    Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and the officers and directors and any controlling persons referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or
equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase. 

  
 27 







 13.    Survival. The respective indemnities, rights of contribution,
representations, warranties and agreements of the Company and the Initial Purchasers contained in this Agreement or made by or on behalf of the Company or the Initial Purchasers pursuant to this Agreement or any certificate delivered pursuant hereto
shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Initial Purchasers. 

14.    Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided,
the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York
City; (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; and (d) the term “significant subsidiary” has the meaning set forth in
Rule 1-02 of Regulation S-X under the Exchange Act and consists of the entities listed on Schedule 2 hereto. 

15.    Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including the Company, which
information may include the name and address of their respective clients, as well as other information that will allow the Initial Purchasers to properly identify their respective clients. 

16.    Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Initial Purchasers shall be given to the Representatives c/o Citigroup Global Markets Inc., 388 Greenwich
Street, New York, New York, 10013 (fax: (646) 291-1469), Attention General Counsel and Wells Fargo Securities, LLC at 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department (fax:
(212) 214-5918). Notices to the Company shall be given to it at (i) 3000 Tannery Way, Santa Clara, California 95054, Attention: General Counsel and (ii) 3000 Tannery Way, Santa Clara, California 95054,
Attention: Chief Financial Officer. 
 (b)    Governing Law. This Agreement and any claim, controversy or dispute
arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York. 

(c)    Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any
standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. 

  
 28 







 (d)    Amendments or Waivers. No amendment or waiver of any provision
of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. 

(e)    Headings. The headings herein are included for convenience of reference only and are not intended to be part
of, or to affect the meaning or interpretation of, this Agreement. 
 (f)    Xtract Research LLC. The Company
hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including,
without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified
institutional buyers” as defined in Rule 144A under the Securities Act. 

  
 29 







 If the foregoing is in accordance with your understanding, please indicate your acceptance of
this Agreement by signing in the space provided below. 
  

			
	 Very truly yours,
  

PALO ALTO NETWORKS, INC.

		
	By:	 	/s/ Kathleen Bonnano
		 	Name:  Kathleen Bonnano
		 	Title:    Chief Financial Officer


 [Signature Page to the Purchase Agreement] 

  
 30 







 Accepted: July 10, 2018 

CITIGROUP GLOBAL MARKETS INC. 
 WELLS FARGO SECURITIES, LLC 

Acting severally on behalf of themselves and 
 the several
Initial Purchasers listed 
 in Schedule 1 hereto. 
  

			
	By:	 	Citigroup Global Markets Inc.
		
	By:	 	/s/ Steve Pettigrew
		 	Name:  Steve Pettigrew
		 	Title:    Managing Director
		
	By:	 	Wells Fargo Securities, LLC
		
	By:	 	/s/ Kevin Brillhart
		 	Name:  Kevin Brillhart
		 	Title:    Director


 [Signature Page to the Purchase Agreement] 

  
 31 







 Schedule 1 
  

					
	 Initial Purchaser
	  	Principal Amount	 
	 Citigroup Global Markets Inc.
	  	$	900,000,000	 
	 Wells Fargo Securities, LLC
	  	 	300,000,000	 
	 Credit Suisse Securities (USA) LLC
	  	 	150,000,000	 
	 Morgan Stanley & Co. LLC
	  	 	150,000,000	 
		  	  
	  
	 
	 Total
	  	$	1,500,000,000	 
		  	  
	  
	 







 Schedule 2 

Significant Subsidiaries of the Company 

Palo Alto Networks Public Sector LLC 
 Palo Alto Networks
International, Inc. 
 PAN C.V. 
 Palo Alto Networks Holdings
B.V. 
 Palo Alto Networks (Netherlands) B.V. 






 Annex A 

Form of Opinion of Counsel for the Company 
  

	1.	The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power to own or lease its
properties and carry on its business, as described in the Final Offering Memorandum. The Company is qualified to do business as a foreign corporation in the State of California. 


 

	2.	The execution and delivery of the Operative Documents have been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the
Company. 

  

	3.	The Company has the corporate power to execute and deliver the Operative Documents and to perform its obligations under the terms of the Operative Documents. 


 

	4.	The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and
when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price
therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 


 

	5.	The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution
and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 

  

	6.	The shares of Common Stock initially issuable upon conversion of the Securities (assuming full physical settlement of the Securities and including shares of Common Stock issuable with respect to any Make-Whole
Fundamental Change (as defined in the Indenture)) (the “Shares”) have been duly authorized by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon due conversion of the Securities in accordance
with the terms of the Securities and the Indenture would, if issued today, be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 








	7.	The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of Notes” insofar as such statements purport to constitute a summary of the terms of
the Indenture and the Securities, fairly summarize such terms in all material respects. 

  

	8.	The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Certain U.S. Federal Income Tax Considerations,” insofar as they purport to summarize the United
States federal tax laws referred to therein or legal conclusions with respect thereto, are fair summaries in all material respects. 

  

	9.	The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of Capital Stock,” insofar as such statements constitute summaries of legal matters or
documents, fairly summarize the matters and documents referred to therein in all material respects. 

  

	10.	The Company is not, and immediately after giving effect to the offering and sale of the Securities and the application of the net proceeds thereof as described in the Final Offering Memorandum, will not be required to
be registered as, an “investment company,” as such term is defined in the Investment Company Act. 

  

	11.	None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the
Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of,
or constitute a default by the Company under any Reviewed Agreement, or (iii) result in a violation of any Reviewed Judgment. 

  

	12.	No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required
for the execution and delivery of the Purchase Agreement, the offer and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as
have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 








	13.	Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of
the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial
Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each
case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). 







 Annex B 

Time of Sale Information 
 Term sheet
containing the terms of the Securities, substantially in the form of Annex C. 






 Annex C 

PALO ALTO NETWORKS, INC. 

Pricing Term Sheet 






 PRICING TERM SHEET 

DATED July 10, 2018 
  

 
 



 
 PALO ALTO NETWORKS, INC. 

$1,500,000,000 PRINCIPAL AMOUNT OF 

0.75% CONVERTIBLE SENIOR NOTES DUE 2023 

The information in this pricing term sheet supplements Palo Alto Networks, Inc.’s preliminary offering memorandum dated July 9, 2018 (the
“Preliminary Offering Memorandum”), and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum. In all other respects, this term sheet is
qualified in its entirety by reference to the Preliminary Offering Memorandum, including all other documents incorporated by reference therein. References to “we,” “our,” “us” and “the Company” refer only to
Palo Alto Networks, Inc. and not to its consolidated subsidiaries. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Offering Memorandum. All references to dollar amounts are references to
U.S. dollars. 
  

			
	Issuer:	  	Palo Alto Networks, Inc.
		
	Ticker/Exchange for Common Stock:	  	PANW/The New York Stock Exchange.
		
	Securities:	  	0.75% Convertible Senior Notes due 2023 (the “notes”).
		
	Principal Amount:	  	$1,500,000,000.
		
	Over-allotment Option:	  	$225,000,000.
		
	Denominations:	  	$1,000 and multiples thereof.
		
	Maturity:	  	July 1, 2023, unless earlier repurchased or converted.
		
	No Redemption at Our Option:	  	We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes.
		
	Fundamental Change:	  	If we undergo a “fundamental change” (as defined in the Preliminary Offering Memorandum under the caption “Description of Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes”), subject
to certain conditions, holders of notes may require us to repurchase for cash all or part of their notes in principal amounts of $1,000 or a multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of
the notes to be








			
		  	repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. See “Description of Notes—Fundamental Change Permits Holders to Require Us to Repurchase Notes ” in the
Preliminary Offering Memorandum.
		
	Interest:	  	 0.75% per year.
  

Interest will accrue from July 12, 2018 and will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on
January 1, 2019. We will pay additional interest, if any, at our election as the sole remedy relating to the failure to comply with our reporting obligations as described under “Description of Notes—Events of Default” and under
the circumstances described under “Description of Notes—No Registration Rights; Additional Interest” in the Preliminary Offering Memorandum.

		
	Regular Record Dates:	  	December 15 and June 15 of each year.
		
	Public Offering Price:	  	100% of the principal amount of the notes plus accrued interest, if any.
		
	Last Reported Sale Price of Our Common Stock on July 9, 2018:	  	$208.90 per share.
		
	Initial Conversion Rate:	  	3.7545 shares per $1,000 principal amount of notes, subject to adjustment.
		
	Initial Conversion Price:	  	Approximately $266.35 per share, subject to adjustment.
		
	Conversion Premium:	  	Approximately 27.5% above the last reported sale price of our common stock on July 9, 2018.
		
	Joint Book-Running Managers:	  	 Citigroup Global Markets Inc.
  

Wells Fargo Securities, LLC

		
	Co-Managers:	  	 Credit Suisse Securities (USA) LLC
  

Morgan Stanley & Co. LLC

		
	Pricing Date:	  	July 10, 2018.
		
	Trade Date:	  	July 10, 2018.
		
	Expected Settlement Date:	  	July 12, 2018 (T+2).
		
	CUSIP Number (144A):	  	697435 AC9
		
	ISIN (144A):	  	US697435AC95
		
	Listing:	  	None.
		
	Net Proceeds:	  	We estimate that the net proceeds from this








			
		  	offering will be approximately $1.48 billion (or $1.70 billion if the initial purchasers exercise their over-allotment option in full), after deducting fees and estimated offering expenses payable by us.
		
	Use of Proceeds:	  	 We entered into convertible note hedge transactions with certain of the initial purchasers or their respective affiliates or other financial
institutions, whom we refer to as the option counterparties. We also entered into warrant transactions with the option counterparties. We intend to use $165.3 million of the net proceeds from this offering to pay the cost of the convertible
note hedge transactions (after such cost is partially offset by the proceeds to us from the warrant transactions). We intend to use the remainder of the net proceeds from this offering for general corporate purposes, which may include working
capital, capital expenditures, potential acquisitions, strategic transactions, the payment of amounts due upon conversion, at maturity or upon repurchase of our outstanding 2019 notes and repurchases of our common stock pursuant to our stock
repurchase program.
  
 If the over-allotment option granted to the initial purchasers
is exercised with respect to additional notes, we may sell additional warrants and use a portion of the net proceeds from the sale of such additional notes, together with the proceeds from the sale of additional warrants, to enter into additional
convertible note hedge transactions relating to the additional notes. We expect to use the remaining net proceeds from the sale of the additional notes, together with the remaining proceeds from the sale of the additional warrants, for general
corporate purposes. See “Use of Proceeds” in the Preliminary Offering Memorandum.

		
	Convertible Note Hedge and Warrant Transactions:	  	 In connection with the pricing of the notes, we entered into privately negotiated convertible note hedge transactions with the option
counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the notes, the number of shares of our common stock that initially underlie the
notes. We also entered into warrant transactions with the option counterparties relating to the same number of shares of our common stock that underlie the notes, with a strike price of $417.80, subject to customary anti-dilution adjustments.

 
 The convertible note hedge transactions are expected generally to reduce potential
dilution to our common stock upon any conversion of notes and/or offset any cash payments we are required









			
		  	 to make in excess of the principal amount of any converted notes, as the case may be. However, the warrant transactions could separately have
a dilutive effect to the extent that the market value per share of our common stock exceeds the applicable strike price of the warrants unless, subject to certain conditions, we elect to cash settle the warrants.

 
 If the initial purchasers exercise their over-allotment option, we expect to enter into
additional convertible note hedge and warrant transactions with the option counterparties relating to the additional notes.
  

In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the option counterparties or their respective
affiliates expect to purchase shares of our common stock and/or enter into various derivative transactions with respect to our common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size
of any decrease in) the market price of our common stock or the notes at that time.
  

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with
respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any
observation period related to a conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes, which could affect your ability to convert the notes and, to the extent
the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that you will receive upon conversion of the notes.

 
 See “Description of Convertible Note Hedge and Warrant Transactions” in the
Preliminary Offering Memorandum.

		
	Foreign Jurisdictions:	  	 The following is in addition to the selling restrictions set forth under the caption “Plan of Distribution—Foreign
Jurisdictions” in the Preliminary Offering Memorandum:
  
 Notice to
Prospective Investors in Hong Kong
  
 The securities have not been offered or sold
and









			
		  	will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that
Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of
that Ordinance. No advertisement, invitation or document relating to the securities has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at,
or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to
persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.










 Description of Notes—Conversion Rights—Increase in Conversion Rate upon
Conversion upon A 
 Make-Whole Fundamental Change 

Holders who convert their notes in connection with a “make-whole fundamental change” (as defined in the Preliminary Offering Memorandum) occurring
prior to the maturity date may be entitled to an increase in the conversion rate for the notes so surrendered for conversion. 
 The following table sets
forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of notes for each stock price and effective date set forth below: 

 

																																																					
	 	 	Stock Price	 
	 Effective Date
	 	$208.90	 	 	$210.00	 	 	$215.00	 	 	$230.00	 	 	$245.00	 	 	$266.35	 	 	$285.00	 	 	$305.00	 	 	$325.00	 	 	$350.00	 	 	$400.00	 	 	$500.00	 	 	$600.00	 
	 July 12, 2018
	 	 	1.0324	 	 	 	1.0188	 	 	 	0.9592	 	 	 	0.8034	 	 	 	0.6765	 	 	 	0.5340	 	 	 	0.4375	 	 	 	0.3560	 	 	 	0.2917	 	 	 	0.2295	 	 	 	0.1460	 	 	 	0.0646	 	 	 	0.0307	 
	 July 1, 2019
	 	 	1.0324	 	 	 	1.0173	 	 	 	0.9539	 	 	 	0.7891	 	 	 	0.6557	 	 	 	0.5075	 	 	 	0.4085	 	 	 	0.3259	 	 	 	0.2619	 	 	 	0.2012	 	 	 	0.1223	 	 	 	0.0500	 	 	 	0.0223	 
	 July 1, 2020
	 	 	1.0324	 	 	 	1.0099	 	 	 	0.9419	 	 	 	0.7656	 	 	 	0.6242	 	 	 	0.4693	 	 	 	0.3679	 	 	 	0.2851	 	 	 	0.2224	 	 	 	0.1647	 	 	 	0.0934	 	 	 	0.0342	 	 	 	0.0142	 
	 July 1, 2021
	 	 	1.0324	 	 	 	1.0075	 	 	 	0.9200	 	 	 	0.7276	 	 	 	0.5754	 	 	 	0.4123	 	 	 	0.3088	 	 	 	0.2273	 	 	 	0.1683	 	 	 	0.1168	 	 	 	0.0588	 	 	 	0.0184	 	 	 	0.0073	 
	 July 1, 2022
	 	 	1.0324	 	 	 	1.0084	 	 	 	0.8982	 	 	 	0.6641	 	 	 	0.4932	 	 	 	0.3177	 	 	 	0.2138	 	 	 	0.1390	 	 	 	0.0904	 	 	 	0.0536	 	 	 	0.0210	 	 	 	0.0061	 	 	 	0.0028	 
	 July 1, 2023
	 	 	1.0324	 	 	 	1.0074	 	 	 	0.8967	 	 	 	0.5933	 	 	 	0.3271	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 

 The exact stock prices and effective dates may not be set forth in the table above, in which case: 

 

	 	•	 	If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate will be increased will be
determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day
year. 

  

	 	•	 	If the stock price is greater than $600.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the
conversion rate. 

  

	 	•	 	If the stock price is less than $208.90 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion
rate. 

 Notwithstanding the foregoing, in no event will the conversion rate per $1,000 principal amount of notes exceed 4.7869 shares of
common stock, subject to adjustment in the same manner as the conversion rate as set forth under “Description of Notes—Conversion Rights—Conversion Rate Adjustments” in the Preliminary Offering Memorandum. 

Our obligation to increase the conversion rate for notes converted in connection with a make-whole fundamental change could be considered a penalty, in which
case the enforceability thereof would be subject to general principles of reasonableness and equitable remedies. 







  







   

This communication is intended for the sole use of the person to whom it is provided by the sender. This material is confidential and is for your
information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of the notes or the offering. This communication does not constitute an offer to sell or the solicitation of an
offer to buy any notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. 
 The notes
and the shares of common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws, and may not be
offered or sold within the United States or any other jurisdiction, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The initial
purchasers are initially offering the notes only to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act. 

The notes and the shares of common stock issuable upon conversion of the notes, if any, are not transferable except in accordance with the restrictions
described under “Transfer Restrictions” in the Preliminary Offering Memorandum. 
 A copy of the Preliminary Offering Memorandum for the
offering of the notes may be obtained by contacting Citigroup Global Markets Inc. at (800) 831-9146 and Wells Fargo Securities, LLC at
(800)-326-5897. 
 ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR
BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. 

[Remainder of Page Intentionally Blank] 






 Exhibit A 

FORM OF LOCK-UP AGREEMENT 

                , 2018 

Citigroup Global Markets Inc. 
 Wells Fargo Securities, LLC 

As Representatives of 
 the several Initial Purchasers listed in

 Schedule 1 to the Purchase 
 Agreement referred to below 

 

	c/o	Citigroup Global Markets Inc. 

 333 Greenwich Street 

New York, New York 10013 
  

	c/o	Wells Fargo Securities, LLC 

 375 Park Avenue, 3rd Floor 

New York, New York 10152 
  

	 	Re:	Palo Alto Networks, Inc.—Rule 144A Offering 

 Ladies and Gentlemen: 

The undersigned understands that you, as Representatives of the several Initial Purchasers, propose to enter into a Purchase Agreement (the
“Purchase Agreement”) with Palo Alto Networks, Inc., a Delaware corporation (the “Company”), providing for the purchase and initial resale (the “Placement”) by the several
Initial Purchasers named in Schedule 1 to the Purchase Agreement (the “Initial Purchasers”) of Convertible Senior Notes due 2023, of the Company (the “Securities”). Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Purchase Agreement. 
 In consideration of the Initial Purchasers’ agreement to
purchase and make the Placement of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Citigroup Global Markets Inc.
(“Citi”) on behalf of the Initial Purchasers, the undersigned will not, during the period commencing on the date hereof and ending 75 days after the date of the offering memorandum relating to the Placement (the “Offering
Memorandum”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) beneficially owned (as such term is used in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned or any 






 
other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or
otherwise. 
 The restrictions described in the prior sentence shall not apply to: 

 

	 	(a)	the transfer of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (i) to the spouse, domestic partner, parent, sibling, child or grandchild (each, an
“immediate family member”) of the undersigned or to a trust formed for the benefit of the undersigned or of an immediate family member of the undersigned, (ii) by bona fide gift, will or intestacy, (iii) if the undersigned
is a corporation, partnership, limited liability company or other business entity (A) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the
undersigned or (B) as part of a disposition, transfer or distribution by the undersigned to its equity holders or (iv) if the undersigned is a trust, to a trustor or beneficiary of the trust; provided that in the case of any
transfer or distribution pursuant to this clause (b), (i) each transferee, donee or distributee shall sign and deliver a lock-up agreement substantially in the form of this agreement prior to or upon such
transfer or distribution, and (ii) no filing under Section 16 of the Exchange Act shall be required or shall be voluntarily made during the 75-day period referred to herein in connection with such
transfer or distribution; 

  

	 	(b)	the receipt by the undersigned from the Company of shares of Common Stock upon the vesting of restricted stock awards or restricted stock units (which terms shall include performance-based stock awards or units) issued
pursuant to the Company’s equity incentive plans, which plans are in each case described or incorporated by reference in the Offering Memorandum, provided that any securities received upon such vesting event will also be subject to the
terms of this Letter Agreement; 

  

	 	(c)	the disposition of shares of Common Stock solely in connection with the payment of withholding taxes due in connection with the vesting of restricted stock awards, performance-based stock awards, restricted stock units
or performance-based stock units issued pursuant to the Company’s equity incentive plans, which plans are in each case described or incorporated by reference in the Offering Memorandum and which restricted stock awards, performance-based stock
awards,restricted stock units or performance-based stock units vest during the 75-day period referred to herein; 

  

	 	(d)	the transfer of shares of Common Stock to the Company pursuant to option agreements relating to the early exercise by the undersigned of unvested options issued pursuant to the Company’s equity incentive plans,
which plans are in each case described or incorporated by reference in the Offering Memorandum, under which the Company has the right to repurchase such shares and only to the extent the Company elects to exercise such right; 








	 	(e)	the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not
provide for the transfer of Common Stock during the 75-day period referred to herein and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily
made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the 75-day period referred to herein; 

  

	 	(f)	transfers of shares of Common Stock pursuant to any trading plan pursuant to Rule 10b5-1 under the Exchange Act in effect on the date hereof, provided that any filing under
Section 16 of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock in connection with any transfer pursuant to such trading plan during the 75-day period referred to
herein shall specify that such transfer was in connection with such a trading plan; 

  

	 	(g)	if the undersigned is an individual, the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock that occurs by operation of law, such as pursuant to a
qualified domestic order or in connection with a divorce settlement, provided that the undersigned shall use its reasonable best efforts to cause the transferee to sign and deliver a lock-up agreement
substantially in the form of this agreement prior to such transfer; or 

  

	 	(h)	the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third party tender offer, merger, consolidation or other similar
transaction made to all holders of the Common Stock involving a change of control of the Company, provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by
the undersigned shall remain subject to the restrictions contained in this agreement. 

 In addition, the undersigned agrees
that, without the prior written consent of the Citi on behalf of the Initial Purchasers, it will not, during the 75-day period referred to herein, make any demand for, or exercise any right with respect to,
the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. 
 In
furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would
constitute a violation or breach of this Letter Agreement. 






 The undersigned hereby represents and warrants that the undersigned has full power and authority
to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. 

This agreement shall automatically terminate upon the earlier to occur of: (i) the date the Company provides the Representatives with
written notice that they do not intend to proceed with the Placement, which written notice must be executed and delivered to the Initial Purchasers prior to the signing of the Purchase Agreement; (ii) the termination of the Purchase Agreement
before the sale of any Securities to the Initial Purchasers; or (iii) September 30, 2018, if the Purchase Agreement has not been executed by that date. 

The undersigned understands that the Initial Purchasers are entering into the Purchase Agreement and proceeding with the Placement in reliance
upon this Letter Agreement. 






 This Letter Agreement and any claim, controversy or dispute arising under or related to this
Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. 

 

			
	 Very truly yours,
  

[NAME OF STOCKHOLDER]

		
	By:	 	 
		 	Name:
		 	Title: