EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

Twitter, Inc. 
 0.25%
Convertible Senior Notes Due 2019 
 1.00% Convertible Senior Notes Due 2021 

 
  

Purchase Agreement 

September 11, 2014 
 Goldman,
Sachs & Co. 
 Morgan Stanley & Co. LLC 

As representatives of the several Purchasers 

named in Schedule I hereto, 
 c/o Goldman,
Sachs & Co. 
 200 West Street 
 New York, New York
10282 
 c/o Morgan Stanley & Co. LLC 
 1585 Broadway

 New York, New York 10036 
 Ladies and Gentlemen: 

Twitter, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the
Purchasers named in Schedule I hereto (the “Purchasers”), for whom you are acting as representatives (the “Representatives”), an aggregate of $900,000,000 principal amount of its 0.25% Convertible Senior Notes due
2019 (the “Firm 2019 Notes”) and an aggregate of $900,000,000 principal amount of its 1.00% Convertible Senior Notes due 2021 (the “Firm 2021 Notes”, and together with the Firm 2019 Notes, the “Firm
Securities”), and at the option of Goldman, Sachs & Co. on behalf of the Purchasers, up to an aggregate of $100,000,000 additional principal amount of 0.25% Convertible Senior Notes due 2019 (the “Optional 2019
Notes”) and up to an aggregate of $100,000,000 additional principal amount of 1.00% Convertible Senior Notes due 2021, in each case solely to cover over-allotments (the “Optional 2021 Notes”, and together with the Optional
2019 Notes, the “Optional Securities”). The Firm Securities and the Optional Securities are herein collectively called the “Securities”. The Firm 2019 Notes and the Optional 2019 Notes are herein collectively called
the “2019 Notes,” and the Firm 2021 Notes and the Optional 2021 Notes are herein collectively called the “2021 Notes.” The Securities will be convertible into cash, shares (the “Underlying Shares”)
of common stock of the Company, par value $0.000005 per share (“Stock”) or a combination of cash and Underlying Shares, at the Company’s election. 

In connection with the offering of the Firm Securities, the Company is separately entering into convertible note hedge transactions and warrant transactions
with one or more counterparties, which may include the Purchasers or affiliates thereof (each, a “Call Spread Counterparty”), 







 
in each case pursuant to a convertible note hedge confirmation (a “Base Bond Hedge Confirmation”) and a warrant confirmation (a “Base Warrant Confirmation”),
respectively, 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 Optional Securities, the
Company and each Call Spread Counterparty may enter into additional convertible note hedge transactions and additional warrant transactions, in each case pursuant to an additional convertible note hedge confirmation (an “Additional Bond
Hedge Confirmation”) and an additional warrant confirmation (an “Additional Warrant Confirmation”), respectively, each to be dated the date on which the option granted to the Purchasers pursuant to Section 2 hereof to
purchase such Optional Securities is exercised (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”). 
 1. The Company represents and warrants to, and agrees with, each of the
Purchasers that: 
 (a) A preliminary offering memorandum, dated September 10, 2014 (the “Preliminary Offering
Memorandum”), and an offering memorandum, dated September 11, 2014 (the “Offering Memorandum”), have been prepared in connection with the offering of the Securities and Underlying Shares, if any, issuable upon
conversion thereof. 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 

  
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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 Representatives expressly for use therein; 
 (b) For the purposes of this
Agreement, the “Applicable Time” is 11:40 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 and each Permitted General Solicitation Material (as defined in Section 6(a)(i))
listed on Schedule II(d) hereto) does not conflict with the information contained in the Pricing Memorandum or the Offering Memorandum and each such Company Supplemental Disclosure Document and Permitted General Solicitation Material, 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 or Permitted General
Solicitation Material in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser through the Representatives 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 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 Stock which were issued pursuant to the early exercise of stock options by option holders 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 

  
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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) 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”) (provided that MoPub Inc. shall be considered a Significant Subsidiary for the purposes of this Section 1(e) and Section 1(f)), has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its jurisdiction of incorporation or organization, to the extent that the concept of “good standing” 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 an authorized 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; the Underlying Shares issuable upon conversion of the Securities (assuming physical settlement of all conversions) have
been duly authorized and reserved for issuance upon conversion of the Securities and, when issued and delivered in accordance with the provisions of the Securities and the Indentures referred to below, will be validly issued, fully paid and
non-assessable and will conform in all material respects to the description of the Stock contained in the Pricing Disclosure Package and the Offering Memorandum; and all of the issued shares of capital stock 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; 

  
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 (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 2019 Notes and the indenture relating to the 2021 Notes, each to be dated as of September 17, 2014 (the “Indentures”) between the Company and
U.S. Bank 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 Indentures, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); 

(h) Each 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 and entitled to the benefits provided by such Indenture; and the Securities and the Indentures will conform in all
material respects to the descriptions thereof in the Pricing Disclosure Package and the Offering Memorandum, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law); 
 (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; 
 (j) The issue and sale of the Securities and the compliance by the Company
with all of the provisions of the Securities, the Indentures, 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, By laws or similar organizational documents of the Company or any of its 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 Indentures, except 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 and listing of the Underlying Shares; 

  
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 (k) Neither the Company nor any of its 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” and “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Securities and the Stock, 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, if determined adversely to the Company or any of its subsidiaries,
would 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 (“Rule 144A”) under the Act) 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 and the transactions contemplated by the Call Spread Confirmations, will not be, 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 (other than by means of a Permitted General
Solicitation, as defined below); 
 (s) Within the preceding six months, neither the Company nor any other person acting on
behalf of the Company has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchasers hereunder. The Company will take reasonable
precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act) of any Securities or any substantially similar security issued by the Company, within six
months subsequent to the date on 

  
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which the distribution of the Securities has been completed (as notified to the Company by the Representatives), is made under restrictions and other circumstances reasonably designed not to
affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Act; 

(t) PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries, are
independent public accountants 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”) (it being understood that this subsection shall not require the Company to comply with Section 404 of the
Sarbanes-Oxley Act of 2002 as of an earlier date than it would otherwise be required to so comply under applicable law). 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 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
conformity with U.S. GAAP applied on a consistent basis throughout the periods involved; 
 (y) The Company and its
subsidiaries own or possess 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 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 

  
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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;

 (z) The Company and its subsidiaries have complied in all material respects with their respective privacy policies and
other legal obligations regarding the collection, use, transfer, storage, protection, disposal and disclosure by the Company and its subsidiaries of personal and user information gathered or accessed in the course of their respective operations, and
with respect to all such 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 unauthorized access to or other misuse of such 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 (each, a “Plan”) 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 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 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; 

(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; 

  
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 (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
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 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; 

  
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 (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; 

(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”)
(collectively, “Sanctions”), nor 
 (2) located, organized or resident in a country or territory that is the
subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan 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; and 

(kk) There are no debt securities or preferred stock of, or guaranteed by, the Company that are rated by a “nationally
recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act. 
 2. Subject to the
terms and conditions herein set forth, (a) 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 (i) 98.5% of the
principal amount of the 2019 Notes and (ii) 98.5% of the principal amount of the 2021 Notes (the “Purchase Price”), plus accrued interest, if any, from September 17, 2014 to the first Time of Delivery (as defined in
Section 4 hereof), the principal amount of Securities set forth opposite the name of such Purchaser in Schedule I hereto, and (b) in the event and to the extent that the Purchasers shall exercise the election to purchase Optional
Securities as provided below, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees, 

  
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severally and not jointly, to purchase from the Company, at the Purchase Price set forth in clause (a) of this Section 2, that portion of the aggregate principal amount of the Optional
Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractions of $1,000), determined by multiplying such aggregate principal amount of Optional Securities by a fraction, the numerator of which is
the maximum aggregate principal amount of Optional Securities that such Purchaser is entitled to purchase as set forth opposite the name of such Purchaser in Schedule I hereto and the denominator of which is the maximum aggregate principal amount of
Optional Securities that all of the Purchasers are entitled to purchase hereunder. 
 The Company hereby grants to the Purchasers the right
to purchase at their option up to $100,000,000 aggregate principal amount of Optional 2019 Notes and up to $100,000,000 aggregate principal amount of Optional 2021 Notes, solely to cover over-allotments, at the purchase price set forth in clause
(a) of the first paragraph of this Section 2 plus accrued interest, if any, from September 17, 2014 to such Subsequent Time of Delivery (as defined in Section 4 hereof). Any such election to purchase Optional Securities may be
exercised by written notice from the Representatives on behalf of the Purchasers to the Company, given within a period of 30 calendar days from the date of this Agreement, setting forth the aggregate principal amount of each series of Optional
Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery or, unless you and the Company otherwise agree in writing,
earlier than three or later than ten New York Business Days (as defined below) after the date of such notice. 
 3. Upon the authorization
by you 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; 

(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
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(1)(2) of the Securities Act. 
 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
Representatives, 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 Goldman,
Sachs & Co. at DTC. The Company will cause the certificates representing the Securities to be made available to the Representatives for checking at least twenty-four hours prior to each 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 September 17, 2014 or
such other time and date as the Representatives and the Company may 

  
 11 








 
agree upon in writing, and with respect to the Optional Securities, 9:30 a.m. New York City time, on the date specified by you in the written notice given by the Representatives of the
Purchasers’ election to purchase such Optional Securities, or such other time and date as the Representatives and the Company may agree upon in writing; provided, however, that such delivery date must be at least three New York Business Days
(as defined below) after such written notice is given and may not be earlier than the First Time of Delivery (as defined below) nor later than ten New York Business Days (as defined below) after the date of such notice; provided further, that solely
with respect to an Optional Securities written notice that is delivered prior to the First Time of Delivery, the related Time of Delivery (as defined below) must be at least one New York Business Day after the written notice is given. Such time and
date for delivery of the Firm Securities are herein called the “First Time of Delivery”, any such time and date for delivery of the Optional Securities, if not the First Time of Delivery, are herein called a “Subsequent Time
of Delivery”, and each such time and date for delivery are herein called a “Time of Delivery”. 

(b) The documents to be delivered at each 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(k) 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 such 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 such 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 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 you; to make no amendment or any supplement to the Offering
Memorandum which shall be disapproved by you promptly after reasonable notice thereof; and to furnish you with copies thereof; 

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Securities and the Underlying
Securities for offering and sale under the securities laws of such jurisdictions as you 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 you 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


  
 12 








 
amend or supplement the Offering Memorandum, to notify you and upon your 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 you 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 (i) offer, issue, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the
Commission a registration statement under the Act relating to any securities of the Company that are substantially similar to the Securities or the Stock, including but not limited to any options or warrants to purchase shares of Stock or any
securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, 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 Stock or any such other securities, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of Goldman, Sachs & Co. provided, however, that the foregoing restrictions shall not apply to
(a) the issuance of Securities to be sold hereunder, the issuance of Underlying Shares upon the conversion of the Securities, and the entry into, or the issuance by the Company of any Stock upon settlement or termination of, the warrant
transactions evidenced by the Base Warrant Confirmations and any Additional Warrant Confirmations, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant, the settlement of restricted stock units or
the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement and described in the Pricing Memorandum, (c) the issuance by the Company of shares of Common Stock or securities convertible into,
exchangeable for or that represent the right to receive shares of Common Stock, in each case pursuant to the Company’s stock plans that are described in the Pricing Memorandum, (d) the issuance by the Company of shares of Common Stock or
securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock in connection with (i) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or
other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any such securities pursuant to any such agreement, or (ii) the Company’s
joint ventures, commercial relationships and other strategic transactions or (e) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company’s stock plans that are described
in the Pricing Memorandum or any assumed employee benefit plan contemplated by clause (d); provided that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clause
(d) shall not exceed 10% of the total number of shares of Common Stock outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided, further, that in the case of clause (d),
(i) that each recipient of any such securities issued pursuant thereto shall agree to transfer restrictions substantially to the effect set forth in Annex D hereto and (ii) the Company shall enter stop transfer instructions with the
Company’s transfer agent and registrar on such securities, which the Company agrees it will not waive or amend without your prior written consent; 

  
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 (e) Not to be or become, at any time prior to the expiration of two years after
the First 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; 
 (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 last 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”; 
 (j) To reserve and keep available at
all times, free of preemptive rights, shares of Stock for the purpose of enabling the Company to satisfy any obligations to issue shares of its Stock upon conversion of the Securities; and 

(k) To use its reasonable best efforts to list for trading, subject to notice of issuance, the Underlying Securities on the New
York Stock Exchange. 
 6. (a) (i) The Company represents and agrees that, without the prior consent of the Representatives, 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 is hereinafter referred to as a “Company Supplemental Disclosure Document”) and (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 other than any such solicitation listed on Schedule II(d) (each such solicitation, a “Permitted General
Solicitation”; each written general solicitation document listed on Schedule II(d), a “Permitted General Solicitation Material”); 

  
 14 








 (ii) each Purchaser, severally and not jointly, represents and agrees that,
without the prior consent of the Company and the Representatives, other than one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of securities or any Permitted General Solicitation Material,
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 (any such offer (other than any such term sheets and any Permitted General Solicitation Material), is hereinafter referred to as a
“Purchaser Supplemental Disclosure Document”); and 
 (iii) any Company Supplemental Disclosure Document, Purchaser
Supplemental Disclosure Document or Permitted General Solicitation Material, the use of which has been consented to by the Company and the Representatives, is listed as applicable on Schedule II(b), Schedule II(c) or Schedule II(d) 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 the Underlying 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 Indentures, the Securities, closing documents (including any compilations thereof), Permitted General Solicitation Materials 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 and the Underlying 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 Indentures and the Securities; (vii) any cost incurred in connection with the listing of the Underlying 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. 

  
 15 








 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 each 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 you such written opinion or opinions, dated such Time of Delivery, with respect to such matters as you may reasonably request, in form and substance attached hereto as Annex A, 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 you such written opinion or opinions, dated such Time of Delivery, in form and substance attached hereto as Annex B; 

(c) On the date of this Agreement and also at each Time of Delivery, PricewaterhouseCoopers LLP shall have furnished to you 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 C(1) hereto and a form of the letter to be delivered at each Time of Delivery is attached
as Annex C(2) hereto); 
 (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 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 any shares of Stock which were issued pursuant to the early exercise of stock options by option holders 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 your 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 such 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 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; (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 

  
 16 








 
of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities being delivered
at such Time of Delivery on the terms and in the manner contemplated in the Pricing Disclosure Package and the Offering Memorandum; 

(f) The Underlying Securities shall have been duly listed, subject to notice of issuance, on the New York Stock Exchange; 

(g) The Company shall have obtained and delivered to the Purchasers executed copies of a lock-up agreement in the form attached
hereto as Annex D from each of the parties listed on Schedule I thereto; 
 (h) The chief financial officer of the Company
shall have furnished to you a certificate (a form of which is attached as Annex E hereto), dated as of such Time of Delivery, in form and substance reasonably satisfactory to you; 

(i) The Purchasers shall have received an executed original copy of the Indentures; 

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

(k) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the
Company reasonably satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or
prior to such Time of Delivery, as to the matters set forth in subsection (d) of this Section and as to such other matters as you 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, any Permitted General Solicitation Material 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 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, any Company Supplemental Disclosure Document or any Permitted General Solicitation Material, in reliance upon and in conformity with written information
furnished to the Company by any Purchaser through the Representatives 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 

  
 17 








 
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, any Permitted General Solicitation Material 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, any Company Supplemental Disclosure Document or any Permitted General Solicitation Material, in reliance upon and in conformity with written
information furnished to the Company by such Purchaser through the Representatives expressly for use therein; and each Purchaser will reimburse the Company for any legal or other expenses reasonably incurred 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; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than 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. 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. 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) 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 

  
 18 








 
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 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 Representatives may in their discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein at the
applicable Time of Delivery. If within thirty-six hours after such default by any Purchaser the Representatives do 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 Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the Representatives notify the


  
 19 








 
Company that you have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives
or the Company shall have the right to postpone such 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 Representatives 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 Representatives 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 to be
purchased at such Time of Delivery, 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 such 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 Representatives 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 to be purchased at such
Time of Delivery, 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 (or, with respect to a
Subsequent Time of Delivery, the obligation of the Purchasers to purchase and of the Company to sell the Optional Securities) 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 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(e)), the Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Purchasers through you for all documented out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred 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. 

  
 20 








 13. In all dealings hereunder, the Representatives 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 Representatives. 

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 you as the representative at Goldman, Sachs & Co., 200 West Street, New York, New York 10282-2198, Attention: Registration Department; and Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036,
Attention: Convertible Debt Syndicate Desk, with a copy to the Legal Department; 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; and if to any stockholder that has delivered a lock-up letter described in Section 8(g) hereof shall be delivered or sent by mail to his, her or its respective address provided in Section III hereto or such other address as
such stockholder provides in writing to the Company; 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 you 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 or 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. 

  
 21 








 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. 

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. 

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 Representatives, 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] 

  
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	Very truly yours,
	TWITTER, INC.
	By:	 	/s/ Anthony Noto
	Name:	 	Anthony Noto
	Title:	 	CFO


  

			
	Accepted as of the date hereof:
	Goldman, Sachs & Co.
	By:	 	/s/ Daniel Young
	Name:	 	Daniel Young
	Title:	 	Managing Director
	
	Morgan Stanley & Co. LLC
		
	By:	 	/s/ Lauren Cummings
	Name:	 	Lauren Cummings
	Title:	 	Executive Director

 On behalf of each of the Purchasers 

[Signature Page to Purchase Agreement] 

  
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 SCHEDULE 1 
  

									
	 	  	Principal	 	  	Principal	 
	 	  	Amount of	 	  	Amount of	 
	 	  	2019 Notes	 	  	2021 Notes	 
	 	  	to be	 	  	to be	 
	 Purchaser
	  	Purchased	 	  	Purchased	 
	 Goldman, Sachs & Co.
	  	$	396,000,000	  	  	$	396,000,000	  
	 Morgan Stanley & Co. LLC
	  	 	324,000,000	  	  	 	324,000,000	  
	 J.P. Morgan Securities LLC
	  	 	108,000,000	  	  	 	108,000,000	  
	 Merrill Lynch, Pierce, Fenner & Smith

                   
  Incorporated
	  	 	30,000,000	  	  	 	30,000,000	  
	 Deutsche Bank Securities Inc.
	  	 	30,000,000	  	  	 	30,000,000	  
	 Allen & Company LLC
	  	 	12,000,000	  	  	 	12,000,000	  
	 Total
	  	$	900,000,000	  	  	$	900,000,000	  
		  	  
	  
	 	  	  
	  
	 


  
 24 








 SCHEDULE II 
  

	(a)	Additional Documents Incorporated by Reference: 

 None. 

 

	(b)	Company Supplemental Disclosure Documents: 

 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. 

 

	(d)	Permitted General Solicitation Materials: 

 None 

  
 25 








 SCHEDULE III 

[Term Sheet] 

  
 26 








 ANNEX A 

[Form of Opinion and Negative Assurance Letter of 

Davis Polk & Wardwell LLP] 

Separately Circulated 







 ANNEX B 

[Form of Opinion and Negative Assurance Letter of 

Wilson Sonsini Goodrich & Rosati, Professional Corporation] 

Separately Circulated 







 ANNEX C 

[Form of Comfort Letter and Form of Bring-Down Comfort Letter 

of PricewaterhouseCoopers LLP.] 

Separately Circulated 







 ANNEX D 

[Form of Lock-Up] 







 ANNEX E 

[Form of Chief Financial Officer’s Certificate]