EX-10.1




 Exhibit 10.1 

Twitter, Inc. 
 5.000%
Senior Notes Due 2030 
  
  

Purchase Agreement 

February 23, 2022 
 J.P. Morgan Securities
LLC 
 As representative of the several Purchasers 

named in Schedule I hereto, 
  

	c/o	 J.P. Morgan Securities LLC 



383 Madison Avenue 
 New York, New
York 10179 
 Ladies and Gentlemen: 
 Twitter, Inc., a
Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the
“Purchasers”), for whom you are acting as representative (the “Representative”), an aggregate of $1,000,000,000 principal amount of its 5.000% Senior Notes due 2030 (the “Securities”). 

1.    The Company represents and warrants to, and agrees with, each of the Purchasers that: 

(a)    A preliminary offering memorandum, dated February 23, 2022 (the “Preliminary Offering
Memorandum”), and an offering memorandum, dated February 23, 2022 (the “Offering Memorandum”), have been prepared in connection with the offering of the Securities. The Preliminary Offering Memorandum, as amended and
supplemented immediately prior to the Applicable Time (as defined in Section 1(b)), is hereinafter referred to as the “Pricing Memorandum”. Any reference to the Preliminary Offering Memorandum, the Pricing Memorandum or the
Offering Memorandum shall be deemed to refer to and include all documents filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), on or prior to the date of such memorandum and incorporated by reference therein and any reference to the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be,
as amended or supplemented, as of any specified date, shall be deemed to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of the Preliminary Offering
Memorandum or the Offering Memorandum, as the case may be, and prior to such specified date and (ii) any Additional Issuer Information (as defined in Section 5(f)) furnished by the Company prior to the completion of the distribution of the
Securities; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Memorandum, the Pricing Memorandum or the 











 
Offering Memorandum, as the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports” (provided that where only sections of such
documents are specifically incorporated by reference, only such sections shall be considered to be part of the Exchange Act Reports). The Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all
material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and no such documents were filed with the Commission since the Commission’s close of business on the
business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(a) hereof. The Preliminary Offering Memorandum and the Offering Memorandum and any amendments or
supplements thereto did not and will not, as of their respective dates, contain an 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, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser
through the Representative expressly for use therein; 
 (b)    For the purposes of this Agreement, the
“Applicable Time” is 3:05 p.m. (Eastern time) on the date of this Agreement; the Pricing Memorandum as supplemented by the information set forth in Schedule III hereto, taken together (collectively, the “Pricing Disclosure
Package”) as of the Applicable Time, did not 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; and each Company Supplemental Disclosure Document (as defined in Section 6(a)(i)) listed on Schedule II(b) hereto does not conflict with the information contained in the Pricing Memorandum or the Offering Memorandum and each
such Company Supplemental Disclosure Document, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not 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; provided, however, that this representation and warranty shall not apply to statements or omissions made in a Company Supplemental
Disclosure Document in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser through the Representative expressly for use therein; 

(c)    Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited
financial statements included in the Pricing Memorandum any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental
action, order or decree, other than as set forth or contemplated in the Pricing Memorandum; and, since the respective dates as of which information is given in the Pricing Memorandum, there has not been any change in the capital stock (other than as
a result of the exercise of stock options, the vesting of restricted stock units or the granting of stock options, restricted stock, or restricted stock units in the ordinary course of business pursuant to the Company’s stock plans that are
described in the Pricing Memorandum or the repurchase of shares of the Company’s common stock, par value $0.000005 per share (the “Stock”) either (i) pursuant to the stock repurchase program authorized by the
Company’s board of directors and disclosed in the Pricing Memorandum (collectively, “Stock Plans”), including the repurchase or withholding of 

  
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shares of Stock to cover tax withholding obligations of holders of securities issued pursuant to the Stock Plans or (ii) which were issued pursuant to the early exercise of stock options by
option holders, pursuant to restricted stock awards, or pursuant to agreements in connection with which the Company acquired businesses or assets from third parties and are subject to repurchase by the Company) or long-term debt of the Company or
any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of
the Company and its subsidiaries, taken as a whole, other than, in each case, as set forth or contemplated in the Pricing Memorandum; 

(d)    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 (other than with respect to Intellectual Property which is addressed exclusively in subsection (aa)), in each case free and clear of all liens, encumbrances and defects except such as
are described in the Pricing Memorandum or such as do not materially affect 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, to the Company’s knowledge, under valid, subsisting and enforceable leases (subject to the effects of (A) bankruptcy, insolvency, fraudulent
conveyance, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting rights or remedies of creditors generally; (B) the application of general principles of equity (including without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether enforcement is considered in proceedings at law or in equity); and (C) applicable law and public policy with respect to rights to indemnity and contribution)
(collectively, the “Enforceability Exceptions”) 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; 
 (e)    The Company has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Memorandum, and has been duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to be so qualified or be in
good standing would not individually or in the aggregate have a material adverse effect on the financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole (a “Material
Adverse Effect”); and each “significant subsidiary” of the Company (each, a “Significant Subsidiary”), as defined in Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended (the “Act”), has been duly incorporated and is validly existing as a corporation (or other entity) in good standing under the laws of its
jurisdiction of incorporation or organization, to the extent that the concept of “good standing” (or a functional equivalent) is applicable under the laws of such jurisdiction, except where the failure to be so qualified or to be in good
standing would not, individually or in the aggregate, have a Material Adverse Effect; 
 (f)    The
Company has the capitalization as set forth in the Pricing Disclosure Package and the Offering Memorandum, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are non-assessable; 

  
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and all of the issued shares of capital stock (or other ownership interests) of each Significant Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and (except for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims except for such liens, encumbrances,
equities or claims that would not reasonably be expected to have a Material Adverse Effect; 
 (g)    The
Securities have been duly authorized by the Company and, when executed, authenticated, issued and delivered in accordance with the indenture relating to the Securities to be dated as of February 25, 2022 (the “Indenture”)
between the Company and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”), under which they are to be issued, and delivered and paid for pursuant to this Agreement, will constitute valid and legally binding
obligations of the Company entitled to the benefits provided by the Indenture, subject to the Enforceability Exceptions; 

(h)    The Indenture has been duly authorized by the Company and, when executed and delivered by the
Company and the Trustee, such Indenture will constitute a valid and legally binding instrument, enforceable against the Company in accordance with its terms subject to the Enforceability Exceptions; and the Securities and the Indenture will conform
in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Offering Memorandum; 

(i)    Prior to the date hereof, the Company, has not and to its knowledge none of its affiliates acting on
its behalf, has taken any action which is designed to or which has constituted or which would reasonably have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the
offering of the Securities other than as permitted by Regulation M under the Exchange Act; 
 (j)    The
issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement, lease 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, (B) the Certificate of Incorporation, Bylaws or similar
organizational documents of the Company or any of its Significant Subsidiaries, or (C) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or
any of their properties, except, in the case of (A) and (C), for such violations that would not individually or in the aggregate have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, or the Indenture, except for such consents, approvals,
authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers; 

  
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 (k)    Neither the Company nor any of its Significant
Subsidiaries is (A) in violation of its Certificate of Incorporation, Bylaws or similar organizational documents or (B) in default in the performance or observance of any material obligation, agreement, covenant or condition contained in
any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of (B) for such defaults as would not, individually
or in the aggregate have a Material Adverse Effect; 
 (l)    The statements set forth in the Pricing
Memorandum and the Offering Memorandum under the caption “Description of Notes”, insofar as they purport to constitute a summary of the terms of the Securities, and under the captions, “Certain U.S. Federal Income Tax
Considerations”, and “Plan of Distribution”, insofar as they purport to describe the provisions of the laws and documents referred to therein, fairly and accurately summarize the matters set forth therein in all material respects;

 (m)    Other than as set forth in the Pricing Memorandum, there are no legal or governmental
proceedings pending to which the Company or any of its subsidiaries is a party or, to the Company’s knowledge, of which any property or assets of the Company or any of its subsidiaries is the subject which would reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; 

(n)    When the Securities are issued and delivered pursuant to this Agreement, the Securities will not be
of the same class (within the meaning of Rule 144A under the Act (“Rule 144A”)) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated
inter-dealer quotation system, and will be eligible for resale under Rule 144A; 
 (o)    The Company is
subject to Section 13 or 15(d) of the Exchange Act; 
 (p)    The Company is not, and after giving
effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Pricing Disclosure Package, will not be, required to register as an “investment company”, as such term is defined in the
United States Investment Company Act of 1940, as amended (the “Investment Company Act”); 

(q)    This Agreement has been duly authorized, executed and delivered by the Company; 

(r)    Neither the Company nor any person acting on its behalf (other than the Purchasers, as to which no
representation is made) has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act or, with respect to Securities sold outside the United States to non-U.S. persons (as defined in Rule 902 under the Act), by means of any directed selling efforts within the meaning of Rule 902 under the Act and the Company, any affiliate of the Company and any person acting on
its or their behalf (other than the Purchasers, as to which no representation is made) has complied with the “offering restrictions” within the meaning of such Rule 902; 

(s)    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 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 Act; 

  
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 (t)    PricewaterhouseCoopers LLP, who have audited
certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm as required by the Act and the rules and regulations of the Commission thereunder; 

(u)    The Company maintains a system of internal control over financial reporting (as such term is defined
in Rule 13a-15(f) under the Exchange Act) that is designed to comply with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial
officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles as
applied in the United States (“U.S. GAAP”) and to provide reasonable assurance that interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the Pricing Memorandum, the Pricing
Disclosure Package and the Offering Memorandum is prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company’s internal control over financial reporting is effective and the Company is not aware of
any material weaknesses in its internal control over financial reporting; 
 (v)    Since the date of the
latest audited financial statements included or incorporated by reference in the Pricing Memorandum, there has been no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is
reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting; 

(w)    The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to 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; 

(x)    The financial statements of the Company, together with the related schedules and notes, included in
each of the Pricing Disclosure Package and the Offering Memorandum present fairly in all material respects the financial position of the Company as of the dates indicated and the results of its operations and cash flows for the periods specified.
Such financial statements have been prepared in all material respects in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved. The interactive data in eXtensible Business Reporting Language included or incorporated
by reference in each of the Pricing Disclosure Package and the Offering Memorandum fairly presents the information called for in all material respects and is prepared in all material respects in accordance with the Commission’s rules and
guidelines applicable thereto; 
 (y)    The Company and its subsidiaries own, possess or can obtain on
reasonable terms sufficient rights to use all patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures),
trademarks, service marks, trade names and other intellectual property (collectively, “Intellectual Property”) used in, held for use in or necessary for the conduct of the business now operated by them, except where the failure to
own or possess any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its 

  
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subsidiaries has received any written notice or claim alleging any infringement, misappropriation, violation of or conflict with any such rights of others, except in each case as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the
Company’s knowledge, threatened action, suit, proceeding or claim by any party challenging the validity, scope, enforceability or ownership of any Intellectual Property owned by the Company or its subsidiaries, and all Intellectual Property
owned by the Company or its subsidiaries is owned solely by the Company or its subsidiaries, is valid and enforceable, and is owned free and clear of all liens, encumbrances, defects or other restrictions. The Company and its subsidiaries have taken
reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material trade secrets and confidential information owned, used or held for use by the Company or any of its subsidiaries that the Company in its
reasonable business judgment wishes to maintain as trade secrets; 
 (z)    The Company and its
subsidiaries have complied and are in compliance in all material respects with their respective privacy policies and other contractual or legal obligations regarding the collection, processing, use, transfer, storage, protection, disposal and
disclosure by the Company and its subsidiaries of personal and/or user data or information gathered or accessed in the course of their respective operations, and with respect to all such data or information, the Company and its subsidiaries have
taken the steps reasonably necessary to protect such information against loss and against unauthorized access, use, modification, disclosure or other misuse, and, other than as set forth in the Pricing Memorandum, to the knowledge of the Company,
there has been no privacy or data security breach, incident or other unauthorized access to or other misuse of such data or information that would individually or in the aggregate reasonably be expected to have a Material Adverse Effect; 

(aa)    Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the
meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and
regulations, including but not limited to, ERISA and the Code, except for such noncompliance, as would not, individually or in the aggregate have a Material Adverse Effect; 

(bb)    The Company and its Significant Subsidiaries possess all licenses, permits, certificates and other
authorizations from, and have made all declarations and filings with, all governmental authorities, required or necessary to own or lease, as the case may be, and to operate their respective properties and to carry on their respective businesses as
now or proposed to be conducted as set forth in the Pricing Memorandum (“Permits”), except where the failure to obtain such Permits would not individually or in the aggregate have a Material Adverse Effect; the Company and its
Significant Subsidiaries have fulfilled and performed all of their respective obligations with respect to such Permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results
in any other impairment of the rights of the holder of any such Permit except, in each case, as would not individually or in the aggregate have a Material Adverse Effect; 

  
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 (cc)    Except as described in or incorporated by
reference into the Pricing Memorandum, there are no contracts, agreements or understandings between the Company or any subsidiary and any person granting such person the right to require the Company or any subsidiary to file a registration statement
under the Act with respect to any securities of the Company or any subsidiary; 
 (dd)    The Company and
each of its subsidiaries have filed all U.S. 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, individually or in the aggregate, have a Material Adverse Effect, or, except as
currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and no unpaid tax deficiency has been determined adversely to the Company or any of its subsidiaries
which has had a Material Adverse Effect; neither the Company nor any of its subsidiaries have notice or knowledge of any unpaid tax deficiency which is reasonably expected to be determined adversely to the Company or its subsidiaries and would
reasonably be expected to have a Material Adverse Effect; 
 (ee)    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, wastes or materials, 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 compliance with all
terms and conditions of any such permit, license or approval, except where such non-compliance 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 individually or in the aggregate have a Material Adverse Effect; 

(ff)    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 individually or in the aggregate have a Material Adverse Effect; 

(gg)    The Company and its Significant Subsidiaries taken as a whole are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as the Company believes are prudent and customary in the businesses in which they are engaged; 

(hh)    Neither the Company nor any of its subsidiaries, nor any director or executive officer thereof,
nor, to the Company’s knowledge, any affiliate of the Company or any of its subsidiaries or any employee, agent or representative of the Company or of any of its subsidiaries or affiliates, has taken any action in furtherance of an offer,
payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts 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


  
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political office) to corruptly influence official action or secure an improper advantage for the Company; and the Company and its subsidiaries have conducted their businesses in compliance in all
material respects with applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended, and have instituted and maintain policies and procedures designed to promote and achieve compliance with such laws in all
material respects; 
 (ii)    The operations of the Company and its subsidiaries are conducted in
material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct 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; and 

(jj)    (A) Neither the Company nor any of its subsidiaries, nor any director or executive officer thereof,
nor, to the Company’s knowledge, any employee, 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: 

(1)    the subject of any sanctions administered or enforced by the Office of Foreign Assets Control
(“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council
(“UNSC”), the European Union, any European Union member state, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor 

(2)    located, organized or resident in a country or territory that is the subject of Sanctions
(including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic or any other Covered Region of Ukraine
identified pursuant to Executive Order 14065 and Crimea, Cuba, Iran, North Korea and Syria); 

(B)    The Company will not, directly or indirectly, knowingly use the proceeds of the offering, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: 

(1)    to fund or facilitate any activities or business of or with any Person or in any country or
territory that, at the time of such funding or facilitation, is the subject of Sanctions; or 

(2)    in any other manner that will result in a violation of Sanctions by any Person (including any
Person participating in the offering, whether as underwriter, advisor, investor or otherwise); and 

(C)    For the past 5 years, the Company and its subsidiaries have not knowingly engaged in, are not now
knowingly engaged in and will not knowingly 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 of Sanctions. 

  
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 2.    Subject to the terms and conditions herein set forth, the Company
agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.100% of the principal amount of the Securities, plus accrued interest, if any,
from February 25, 2022 to, but excluding, the Time of Delivery (the “Purchase Price”), the principal amount of Securities set forth opposite the name of such Purchaser in Schedule I hereto. 

3.    Upon the authorization by the Company of the release of the Securities, the several Purchasers propose to offer the
Securities for sale upon the terms and conditions set forth in this Agreement and the Offering Memorandum and each Purchaser, acting severally and not jointly, hereby represents and warrants to, and agrees with the Company that: 

(a)     it will sell the Securities only to persons who it reasonably believes are “qualified
institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A or in accordance with Regulation S under the Act (“Regulation S”); 

(b)    It is a QIB within the meaning of Rule 144A under the Act or an Institutional Accredited Investor,
within the meaning of Rule 501(a) under the Act; and 
 (c)    Neither it nor any of its affiliates or
any other person acting on its or their behalf (i) 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 Act or (ii) have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities. 

4.    (a) The Securities to be purchased by each Purchaser hereunder will be represented by definitive global Securities
in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to the Representative, for the account of each
Purchaser, against payment by or on behalf of such Purchaser of the purchase price therefor by wire transfer of Federal (same day) funds, by causing DTC to credit the Securities to the account of J.P. Morgan Securities LLC at DTC. The Company will
cause the certificates representing the Securities to be made available to the Representative for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of Davis Polk & Wardwell LLP, 1600 El
Camino Real, Menlo Park, California 94025 (the “Closing Location”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on February 25, 2022 or such other time and date as the Representative
and the Company may agree upon in writing; provided, however, that any other delivery date for which written notice must be given hereunder must be at least two New York Business Days (as defined below) after such written notice is given and may not
be earlier than February 25, 2022 nor later than ten New York Business Days (as defined below) after the date of such notice. Such time and date for delivery of the Securities are herein called the “Time of Delivery”. 

(b)    The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant
to Section 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Purchasers pursuant to Section 8(j) hereof, will be delivered at such time and date at the Closing Location, and the
Securities will be delivered at the office of DTC (or its designated custodian), all at the Time of Delivery. A meeting will be held at the Closing Location at 5:00 p.m., New York City time, on the New York Business Day next preceding the Time of
Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this 

  
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 Section 4, “New York Business Day” shall mean each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close. 

5.    The Company agrees with each of the Purchasers: 

(a)    To prepare the Offering Memorandum in a form approved by the Representative; to make no amendment or
any supplement to the Offering Memorandum which shall be disapproved by the Representative promptly after reasonable notice thereof; and to furnish the Purchasers with copies thereof; 

(b)    Promptly from time to time to take such action as the Representative may reasonably request to
qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Representative may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction or subject itself to taxation in such jurisdiction in which it was not otherwise subject to taxation as a foreign corporation; 

(c)    To furnish the Purchasers with written and electronic copies of the Offering Memorandum and any
amendment or supplement thereto in such quantities as the Representative may from time to time reasonably request, and if, at any time prior to the expiration of nine months after the date of the Offering Memorandum, any event shall have occurred as
a result of which the Offering Memorandum as then amended or supplemented would include an 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 when such Offering Memorandum is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Offering Memorandum, to notify the Representative and upon
its request to prepare and furnish without charge to each Purchaser and to any dealer in securities (whose name and address the Purchasers shall furnish to the Company) as many written and electronic copies as it may from time to time reasonably
request of an amended Offering Memorandum or a supplement to the Offering Memorandum which will correct such statement or omission or effect such compliance; 

(d)    During the period beginning from the date hereof and continuing until the date that is 60 days after
the date of the Offering Memorandum, not to offer, issue, sell, contract to sell, pledge, or otherwise transfer or dispose of any debt securities of the Company having a tenor of more than one year; 

(e)    Not to be or become, at any time prior to the expiration of two years after the Time of Delivery, an
open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under
Section 8 of the Investment Company Act; 
 (f)    At any time when the Company is not subject to
Section 13 or 15(d) of the Exchange Act, for the benefit of holders from time to time of Securities, to furnish at its expense, upon request, to holders of Securities and prospective purchasers of Securities designated by such holders,
information (the “Additional Issuer Information”) satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act; 

  
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 (g)    To furnish to the holders of the Securities as
soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public
accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the date of the Offering Memorandum), to make available to its stockholders consolidated
summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided that the Company may satisfy the requirements of this subsection (g) by electronically filing such reports or information
through EDGAR as long as the Company files all reports required under Section 13 or 15(d) of the Exchange Act; 

(h)    The Company will not, and will not permit any of its controlled “affiliates” (as defined
in Rule 144 under the Act) to, resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them (other than pursuant to a registration statement that has been declared effective
under the Act) for a period of one (1) year after the date of issuance of such Securities; 

(i)    To use the net proceeds received by the Company from the sale of the Securities pursuant to this
Agreement in the manner specified in the Pricing Memorandum under the caption “Use of Proceeds”; and 

(j)    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 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 Act. 
 6.    (a) (i) The Company represents and agrees that, without the
prior consent of the Representative, it and its affiliates and any other person acting on its or their behalf (other than the Purchasers, as to which no statement is given) (x) have not made and will not make any offer relating to the
Securities that, if the offering of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed under the Act with the Commission, would constitute an “issuer free writing
prospectus”, as defined in Rule 433 under the Act (any such offer including any electronic roadshow is hereinafter referred to as a “Company Supplemental Disclosure Document”), (y) have not solicited and will not solicit offers
for, and have not offered or sold and will not 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 and (z) will not engage in any directed selling
efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S; 

(ii)    each Purchaser, severally and not jointly, represents and agrees that, without the prior consent of
the Company and the Representative, other than one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of securities, it has not made and will not make any offer relating to the Securities that,
if the offering of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed under the Act with the Commission, would constitute a “free writing prospectus”, as defined in
Rule 405 under the Act required to be filed under the Act (any such offer (other than any such term sheet), is hereinafter referred to as a “Purchaser Supplemental Disclosure Document”); and 

  
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 (iii)    any Company Supplemental Disclosure Document or
Purchaser Supplemental Disclosure Document, the use of which has been consented to by the Company and the Representative, is listed as applicable on Schedule II(b) or Schedule II(c) hereto, respectively. 

7.    The Company covenants and agrees with the several Purchasers that the Company will pay or cause to be paid the
following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation, printing, reproduction and filing of the
Preliminary Offering Memorandum and the Offering Memorandum and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Purchasers and dealers; (ii) the cost of printing or producing any Agreement among
Purchasers, this Agreement, the Indenture, the Securities, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in
connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonably documented fees and disbursements of one counsel in each jurisdiction for the
Purchasers in connection with such qualification and in connection with the Blue Sky and legal investment surveys (such fees not to exceed $10,000); (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of
preparing the Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities; (vii) all costs and expenses
incurred in connection with any “road show” presentation to potential purchasers of the Securities; (viii) any other costs and expenses related to the transfer and delivery of the Securities to the Purchasers, including any transfer
taxes or other taxes payable thereon; and (ix) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as
provided in this Section, and Sections 9 and 12 hereof, the Purchasers will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses
connected with any offers they may make. 
 8.    The obligations of the Purchasers hereunder shall be subject, in their
discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions: 
 (a)    Davis
Polk & Wardwell LLP, counsel for the Purchasers, shall have furnished to the Representative such written opinion or opinions, dated the Time of Delivery, with respect to such matters as it may reasonably request, in form and substance
satisfactory to the Representative, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; 

(b)    Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, shall
have furnished to the Representative such written opinion or opinions, dated the Time of Delivery, in form and substance reasonably satisfactory to the Representative; 

(c)    On the date of this Agreement and also at the Time of Delivery, PricewaterhouseCoopers LLP shall
have furnished to the Representative a letter or letters, dated the respective dates of delivery thereof (the executed copy of the letter delivered on the date of this Agreement is attached as Annex A hereto) and the bring-down letter to be
delivered at the Time of Delivery shall be in form and substance reasonably satisfactory to the Representative; 

  
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 (d)    (i) The Company and its subsidiaries, taken as a
whole, shall not have sustained since the date of the latest audited financial statements included in the Pricing Memorandum any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Memorandum, and (ii) since the respective dates as of which information is given in the Pricing
Memorandum there shall not have been any change in the capital stock (other than as a result of the exercise of stock options, the vesting of restricted stock units or the granting of stock options, restricted stock, or restricted stock units in the
ordinary course of business pursuant to the Stock Plans or the repurchase of any shares of Stock either (i) pursuant to the stock repurchase program authorized by the Company’s board of directors and disclosed in the Pricing Memorandum or
to cover withholding taxes on behalf of holders of securities issued pursuant to the Stock Plans or (ii) which were issued pursuant to the early exercise of stock options by option holders, pursuant to restricted stock awards, or pursuant to
agreements in connection with which the Company acquired businesses or assets from third parties and are subject to repurchase by the Company) or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a
prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the
Pricing Memorandum, the effect of which, in any such case described in clause (i) or (ii), is in the Representative’s judgment so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery
of the Securities being delivered at the Time of Delivery on the terms and in the manner contemplated in this Agreement and in each of the Pricing Disclosure Package and the Offering Memorandum; 

(e)    On or after the Applicable Time and prior to the Time of Delivery (i) no downgrading shall have
occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization
shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; 

(f)    On or after the Applicable Time and prior to the Time of Delivery there shall not have occurred any
of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market, LLC; (ii) a suspension or material limitation in trading in the Company’s
securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal, New York State or California State authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other
calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the Representative’s judgment makes it impracticable or
inadvisable to proceed with the offering, sale or the delivery of the Securities being delivered at the Time of Delivery on the terms and in the manner contemplated in the Pricing Disclosure Package and the Offering Memorandum; 

  
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 (g)    The chief financial officer of the Company shall
have furnished to the Representative a certificate, dated as of the Time of Delivery, in form and substance reasonably satisfactory to the Representative; 

(h)    The Purchasers shall have received an executed copy of the Indenture; 

(i)    The Securities shall be eligible for clearance and settlement through the facilities of DTC; and

 (j)    The Company shall have furnished or caused to be furnished to the Representative at the Time of
Delivery certificates of officers of the Company reasonably satisfactory to Representative as to the accuracy of the representations and warranties of the Company herein at and as of the Time of Delivery, as to the performance by the Company of all
of its obligations hereunder to be performed at or prior to the Time of Delivery, as to the matters set forth in subsection (d) of this Section and as to such other matters as the Representative may reasonably request. The officer(s) signing
and furnishing such certificate(s) may rely on his or her knowledge as to proceedings threatened. 
 9.    (a) The
Company will indemnify and hold harmless each Purchaser against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum, the Pricing Memorandum, the Pricing Disclosure Package,
the Offering Memorandum, or any amendment or supplement thereto, any Company Supplemental Disclosure Document or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements
therein not misleading, and will reimburse each Purchaser for any legal or other expenses reasonably incurred and documented by such Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred;
provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made
in any Preliminary Offering Memorandum, the Pricing Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any amendment or supplement thereto or any Company Supplemental Disclosure Document, in reliance upon and in conformity with
written information furnished to the Company by any Purchaser through the Representative expressly for use therein. 

(b)    Each Purchaser, severally and not jointly, will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum, the Pricing Memorandum, the Pricing Disclosure Package, the Offering Memorandum, or any amendment or supplement thereto, or any Company Supplemental
Disclosure Document or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Memorandum, the Pricing Memorandum, the Pricing Disclosure Package, the Offering Memorandum or any such amendment or supplement or any Company
Supplemental Disclosure Document, in reliance upon and in conformity with written information furnished to the Company by such Purchaser through the 

  
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Representative expressly for use therein, it being understood and agreed that the only such information consists of the following information in the Pricing Memorandum and the Offering
Memorandum: (x) the fourth and fifth sentences of the paragraph under the heading “Plan of distribution—New issue of notes” and (y) the paragraph under the heading “Plan of distribution—Stabilization”; and
each Purchaser will reimburse the Company for any legal or other expenses reasonably incurred and documented by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. 

(c)    Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of
the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the
omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party under such subsection unless and to the extent it has been materially prejudiced through the forfeiture by the
indemnifying party of substantial rights and defenses; provided, further, that the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection
(a) or (b) above. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection
for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the
contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party 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 party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement
or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party. 

(d)    If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold
harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) 

  
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referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions
in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchasers on the other from the offering of the Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Purchasers on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchasers on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total discounts and commissions received by the Purchasers, in each case as set forth in the Offering
Memorandum. The relative fault 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 on the one hand or the Purchasers on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Purchasers agree that it would
not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably incurred and documented by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased by it pursuant to this Agreement and distributed to investors were offered to investors
exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Purchasers’ obligations in this subsection (d) to
contribute are several in proportion to their respective purchase obligations and not joint. 

(e)    The obligations of the Company under this Section 9 shall be in addition to any liability which
the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of each Purchaser and each person, if any, who controls any Purchaser within the meaning of the Act and each broker-dealer affiliate of
each Purchaser; and the obligations of the Purchasers under this Section 9 shall be in addition to any liability which the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each officer and
director of the Company and to each person, if any, who controls the Company within the meaning of the Act. 

10.    (a) If any Purchaser shall default in its obligation to purchase the Securities which it has agreed to purchase
hereunder, the Representative may in its discretion arrange for it or another party or other parties to purchase such Securities on the terms contained herein at the 

  
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Time of Delivery. If within thirty-six hours after such default by any Purchaser the Representative does not arrange for the purchase of such Securities,
then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representative to purchase such Securities on
such terms. In the event that, within the respective prescribed periods, the Representative notifies the Company that it has so arranged for the purchase of such Securities, or the Company notifies the Representative that it has so arranged for the
purchase of such Securities, the Representative or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days in order to effect whatever changes may thereby be made necessary in the Offering
Memorandum, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments or supplements to the Offering Memorandum which in the opinion of the Representative may thereby be made necessary. The term
“Purchaser” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities. 

(b)    If, after giving effect to any arrangements for the purchase of the Securities of a defaulting
Purchaser or Purchasers by the Representative and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh
of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Securities which such Purchaser
agreed to purchase hereunder at the Time of Delivery and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Securities which such Purchaser
agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. 

(c)    If, after giving effect to any arrangements for the purchase of the Securities of a defaulting
Purchaser or Purchasers by the Representative and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the
aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Securities of a
defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Company, except for the expenses to be borne by the
Company and the Purchasers as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default. 

11.    The respective indemnities, agreements, representations, warranties and other statements of the Company and the
several Purchasers, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by
or on behalf of any Purchaser or any officer, director, broker-dealer affiliate or controlling person of any Purchaser, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for
the Securities. 
 12.    If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall
not then be under any liability to any Purchaser except as provided in Sections 7 and 9 hereof; but, if for any other reason (other than those set forth in clauses (i), (iii), (iv) or (v) of Section 8(f)), the Securities are not delivered
by or on behalf of the Company as provided 

  
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herein, the Company will reimburse the Purchasers through the Representative for all documented out-of-pocket
expenses approved in writing by the Representative, including fees and disbursements of counsel, reasonably incurred and documented by the Purchasers in making preparations for the purchase, sale and delivery of the Securities, but the Company shall
then be under no further liability to any Purchaser except as provided in Sections 7 and 9 hereof. 
 13.    In all
dealings hereunder, the Representative shall act on behalf of each of the Purchasers, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Purchaser made or given by the
Representative. 
 All statements, requests, notices and agreements hereunder shall be in writing, and if to the Purchasers shall be
delivered or sent by mail or facsimile transmission to the Representative at J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: High Yield Syndicate, and if to the Company shall be delivered or sent by mail or
facsimile transmission to the address of the Company set forth in the Offering Memorandum, Attention: General Counsel; provided, however, that any notice to a Purchaser pursuant to Section 9 hereof shall be delivered or sent by mail or
facsimile transmission to such Purchaser at its address set forth in its Purchasers’ questionnaire, which address will be supplied to the Company by the Representative upon request. Any such statements, requests, notices or agreements shall
take effect upon receipt thereof. 
 In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the 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 Purchasers to properly identify their respective clients. 

14.    This Agreement shall be binding upon, and inure solely to the benefit of, the Purchasers, the Company and, to the
extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company and the officers, directors, broker-dealer affiliates or any controlling person of any Purchaser, and their respective
heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Purchaser shall be deemed a successor or assign by
reason merely of such purchase. 
 15.    Time shall be of the essence of this Agreement. 

16.    The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this
Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Purchasers, on the other, (ii) in connection therewith and with the process leading to such
transaction each Purchaser is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Purchaser has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated
hereby or the process leading thereto (irrespective of whether such Purchaser has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and
(iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Purchasers, or any of them, has rendered advisory services of any nature or respect, or
owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. None of the activities of any of the Purchasers in connection with the transactions contemplated herein shall constitute a
recommendation, investment advice, or solicitation of any action by any of the Purchasers with respect to any entity or natural person. 

  
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 17.    This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and the Purchasers, or any of them, with respect to the subject matter hereof. 

18.    THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK. The Company agrees that any suit or proceeding arising in respect of
this agreement or our engagement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in the City and County of New York
and the Company agrees to submit to the jurisdiction of, and to venue in, such courts. 
 19.    The Company and each
Purchaser hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 

20.    This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S.
federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective for all purposes. 
 21.    Notwithstanding anything herein to the
contrary, the Company (and the Company’s employees, representatives, and other agents) are authorized to disclose to any and all persons, the tax treatment and tax structure of the potential transaction and all materials of any kind (including
tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Purchasers’ imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall
remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax treatment” means U.S. federal and state income tax treatment, and
“tax structure” is limited to any facts that may be relevant to that treatment. 
 22.    Recognition of the
U.S. Special Resolution Regimes. 
 (a) In the event that any Purchaser that is a Covered Entity becomes subject to a proceeding under a
U.S. Special Resolution Regime, the transfer from such Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. 

(b) In the event that any Purchaser that is a Covered Entity or a BHC Act Affiliate of such Purchaser becomes subject to a proceeding under a
U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States. 

  
 20 












 (c) As used in this section: 

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12
U.S.C. § 1841(k). 
 “Covered Entity” means any of the following: 

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); 

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or 

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable. 
 “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act
and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. 

  
 21 












 If the foregoing is in accordance with your understanding, please sign and return to us
three counterparts hereof, and upon the acceptance hereof by the Representative, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement among each of the Purchasers and the Company. It is
understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but
without warranty on your part as to the authority of the signers thereof. 
 [Signature Page Follows] 

  
 22 












 
					
	Very truly yours,
	TWITTER, INC.
		
	By:	 	/s/ Ned Segal
		 	Name:	 	Ned Segal
		 	Title:	 	Chief Financial Officer


  

					
	Accepted as of the date hereof:
	
	J.P. Morgan Securities LLC
		
	By:	 	/s/ Catherine O’Donnell
		 	Name:	 	Catherine O’Donnell
		 	Title:	 	JPMorgan Securities
		 		 	Managing Director

 On behalf of each of the Purchasers 

[Signature Page to Purchase Agreement] 

  
 23 












 SCHEDULE I 
  

					
	 Purchaser
	  	Principal
Amount of
Securities
to be
Purchased	 
	 J.P. Morgan Securities LLC
	  	$	330,000,000	 
	 Goldman Sachs & Co. LLC
	  	 	260,000,000	 
	 Morgan Stanley & Co. LLC
	  	 	150,000,000	 
	 BofA Securities, Inc.
	  	 	95,000,000	 
	 Wells Fargo Securities, LLC
	  	 	95,000,000	 
	 Allen & Company LLC
	  	 	40,000,000	 
	 Siebert Williams Shank & Co., LLC
	  	 	15,000,000	 
	 Samuel A. Ramirez & Company, Inc.
	  	 	15,000,000	 
		  	  
	  
	 
	 Total
	  	$	1,000,000,000	 
		  	  
	  
	 












 SCHEDULE II 
  

	(a)	 Additional Documents Incorporated by Reference: 



None. 
  

	(b)	 Company Supplemental Disclosure Documents: 



Electronic Roadshow Presentation, dated February 23, 2022 

Term Sheet setting forth the final terms of the Securities, substantially in the form attached hereto as Schedule III. 

 

	(c)	 Purchaser Supplemental Disclosure Documents: 



None. 

  
 25 












 SCHEDULE III 

[Term Sheet] 

  
 26 












 Pricing Term Sheet, dated February 23, 2022 

to Preliminary Offering Memorandum, dated February 23, 2022 

Strictly Confidential 
  





 
 Twitter, Inc. 

This pricing term sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum, dated February 23, 2022 (the
“Preliminary Offering Memorandum”). The information in this pricing term sheet supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to the extent it is
inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the meanings assigned in the Preliminary Offering Memorandum. 

The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from, or not subject to, the registration requirements
of the Securities Act. Accordingly, the notes are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”) and (2) to
non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act (“Regulation S”). 
  


			
	Issuer:	  	Twitter, Inc. (the “Company”)
		
	Security Description:	  	5.000% Senior Notes due 2030 (the “notes”)
		
	Distribution:	  	Rule 144A and Regulation S without registration rights
		
	Principal Amount:	  	$1,000,000,000
		
	Gross Proceeds:	  	$1,000,000,000
		
	Maturity:	  	March 1, 2030
		
	Coupon:	  	5.000%
		
	Issue Price:	  	100.000% of face amount
		
	Yield to Maturity:	  	5.000%
		
	Spread to Benchmark Treasury:	  	+306 basis points
		
	Benchmark Treasury Price and Yield:	  	1.500% UST due February 15, 2030
		
	Interest Payment Dates:	  	March 1 and September 1, commencing September 1, 2022
		
	Optional Redemption:	  	Make-whole call @ T+50 bps prior to December 1, 2029 (the date that is three months prior to the maturity date of the notes).













			
		  	  
 On or after December 1, 2029 (the date that is three months prior
to the maturity date of the notes), at par, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

		
	Change of Control:	  	Putable at 101% of principal plus accrued and unpaid interest
		
	Trade Date:	  	February 23, 2022
		
	Settlement:	  	T+2; February 25, 2022.
		
	CUSIP / ISIN:	  	 90184L AP7/US90184LAP76 (144A)
  

U8882P AB3/USU8882PAB32 (Reg S)

		
	Denominations/Multiple:	  	$2,000 / $1,000
		
	Existing Ratings*:	  	S&P: BB+        Moody’s: Ba2
		
	Joint Book-Running Managers:	  	 J.P. Morgan Securities LLC
 Goldman
Sachs & Co. LLC
 Morgan Stanley & Co. LLC

BofA Securities, Inc.
 Wells Fargo Securities, LLC

		
	Co-managers:	  	 Allen & Company LLC
 Siebert Williams
Shank & Co., LLC
 Samuel A. Ramirez & Company, Inc.


  
 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 these notes or the offering. Please refer to the Preliminary
Offering Memorandum for a complete description. 
 This communication is being distributed in the United States to Qualified Institutional Buyers (as
defined in Rule 144A), and to Non-U.S. persons (as defined under Regulation S) outside the United States. 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. 
  

	*	 A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time. 


 Any disclaimer or other notice that may appear below is not applicable to this communication and should be
disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. 

  
 -2- 












 ANNEX A 

[Form of Pricing Comfort Letter 

of PricewaterhouseCoopers LLP.]