Common use of Xtract Research LLC Clause in Contracts

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKS, INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Accepted: June 24, 2014 X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting severally on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Initial Purchaser Principal Amount X.X. Xxxxxx Securities LLC $ 150,000,000 RBC Capital Markets, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 Credit Suisse Securities (USA) LLC 50,000,000 Xxxxxxx, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & Associates, Inc. 25,000,000 Total $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerly, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V. 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto Networks, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes.

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKS, INC. THE MARCUS CORPORATION By: /s/ Xxxxxxx Xxxxxxxxx Dxxxxxx X. Xxxx Name: Xxxxxxx Xxxxxxxxx Dxxxxxx X. Xxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Accepted: June 24, 2014 X.X. As of the date first written above J.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting severally For itself and on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx Sxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Authorized Signatory Initial Purchaser Principal Amount X.X. J.X. Xxxxxx Securities LLC $ 150,000,000 RBC 56,497,000 BofA Securities, Inc. 8,415,000 U.S. Bancorp Investments, Inc. 12,622,000 BMO Capital MarketsMarkets Corp. 3,155,000 Fifth Third Securities, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 Credit Suisse Securities (USA) LLC 50,000,000 Xxxxxxx3,155,000 B. Xxxxx Securities, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & Inc. 1,052,000 Barrington Research Associates, Inc. 25,000,000 1,052,000 The Benchmark Company, LLC 1,052,000 Total $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerly, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V.87,000,000 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws a. Time of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto Networks, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes.Sale Information

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKS, INC. By: AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY By /s/ Xxxxxxx Xxxxxxxxx Xxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxx X. Xxxxxxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] and Treasurer Accepted: June 24September 16, 2014 2010 X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting severally For itself and on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities LLC By: By /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Initial Purchaser Principal Amount Xxxxxx Authorized Signatory X.X. Xxxxxx Securities LLC $ 150,000,000 RBC 136,000,000 KeyBanc Capital Markets, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 Credit Suisse Securities $ 10,200,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 8,500,000 FBR Capital Markets & Co. $ 6,800,000 Macquarie Capital (USA) Inc. $ 6,800,000 Xxxxxxx Xxxxxxxx and Company LLC 50,000,000 Xxxxxxx, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & Associates, Inc. 25,000,000 $ 1,700,000 Total $ 500,000,000 Palo Alto Networks 170,000,000 (Israel1) Ltd. The statements in the Time of Sale Information and the Offering Memorandum under the caption “Plan of Distribution”, insofar as such statements purport to summarize certain provisions of the Purchase Agreement, fairly summarize such provisions in all material respects. (formerly2) No Governmental Approval which has not been obtained or taken and is not in full force and effect is required to authorize, Cyvera Ltd.or is required for the execution or delivery of the Purchase Agreement by the Company or the consummation by the Company of the transactions contemplated thereby. (3) Palo Alto Networks (Netherlands) B.V. 1. The Company is not and, solely after giving effect to the offering and sale of the Securities pursuant to the Purchase Agreement and the application of the proceeds thereof as described in the Time of Sale Information and the Offering Memorandum, will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (4) American Equity Life of New York has been duly incorporated organized and is a validly existing corporation exists in good standing under the laws of the State of Delaware with New York. American Equity Life of New York has the corporate power and authority to own own, lease and operate its properties and to conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of Californiabusiness. 2. (5) The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute is a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their its terms, except to the extent that enforcement thereof may be subject to the Enforceability Exceptions. (6. ) The Indenture has been Securities, when duly authorized authenticated by all necessary corporate action on the part of the Company Trustee and the Indenture has been duly executed issued and delivered by the Company and, assuming against payment therefor in accordance with the due authorization, execution and delivery thereof by the Trustee, terms of the Indenture constitutes a will constitute valid and binding instrument, obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with its their terms, except to the extent that enforcement thereof may be subject to the Enforceability Exceptions. (7. The shares of Common Stock initially issuable upon conversion ) Assuming (i) the accuracy of the Securities (the “Shares”) have been duly authorized representations and reserved by all necessary corporate action on the part warranties of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary Section 3 of the terms of Purchase Agreement (ii) the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and due performance by the Company of its obligations under the covenants and agreements set forth in Section 4 of the Purchase Agreement (iii) the accuracy of the representations of, and due performance of the agreements by, the Initial Purchasers set forth in Section 5 of the Purchase Agreement and (iv) the Initial Purchasers’ compliance with the offering and transfer procedures and restrictions described in the Offering Memorandum, the offer, sale and delivery of the Securities to the Initial Purchasers in the manner contemplated by the Purchase Agreement, the Indenture Time of Sale Information and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue Offering Memorandum and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by in the Purchase Agreement, the General Disclosure Package Time of Sale Information and the Final Offering Memorandum, and it is Memorandum do not necessary to qualify the Indenture require registration under the Trust Indenture Act (Securities Act, it being understood that, in each case, no that we do not express any opinion is expressed as to the Common Stock issuable upon conversion of any Security or any subsequent reoffer or resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto Networks, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notesany Security.

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities ActQIBs. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKSLYFT, INC. By: By /s/ Xxxxx Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Accepted: June 24, 2014 As of the date first written above X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, CREDIT SUISSE SECURITIES (USA) LLC CITIGROUP GLOBAL MARKETS INC. Acting severally For themselves and on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities XXXXXX SECURITIES LLC By: By /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director Authorized Signatory By: RBC CAPITAL MARKETS, CREDIT SUISSE SECURITIES (USA) LLC By: By /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Homan Milani Authorized Signatory Initial Purchaser Principal Amount X.X. Xxxxxx Securities LLC $ 150,000,000 RBC Capital Markets, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 279,499,000 Credit Suisse Securities (USA) LLC 50,000,000 Xxxxxxx, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 $ 201,500,000 UBS Securities LLC 25,000,000 $ 38,415,000 KeyBanc Capital Markets Inc. $ 38,415,000 RBC Capital Markets, LLC $ 38,415,000 BNP Paribas Securities Corp. $ 13,439,000 SVB Leerink LLC $ 13,439,000 Xxxxxxx Xxxxx & Associates, Inc. 25,000,000 $ 13,439,000 MUFG Securities Americas Inc. $ 13,439,000 Total $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerly650,000,000 Pricing Term Sheet, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V. 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Companydated May 12, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement2020, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto NetworksAnnex B. 1. Launch Press Release, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1dated May 12, 20192020, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior relating to the maturity dateannouncement of the offering of the Securities, and no “sinking fund” is provided for in the notesform agreed to by the Representatives. 2. Pricing Press Release, dated on or about May 12, 2020, relating to the pricing of the offering of the Securities, and in the form agreed to by the Representatives.

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, any registration rights agreement or trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKSNANTHEALTH, INC. By: /s/ Xxxxxxx Xxxxxxxxx Soon-Shiong Name: Xxxxxxx Xxxxxxxxx Soon-Shiong Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Chairman & CEO Accepted: June 24, 2014 As of the date first written above X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, XXXXXXXXX LLC CITIGROUP GLOBAL MARKETS INC. Acting severally Each for itself and on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities XXXXXX SECURITIES LLC By: /s/ Xxx Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, Authorized Signatory XXXXXXXXX LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Real Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Authorized Signatory Initial Purchaser Principal Amount of Underwritten Securities X.X. Xxxxxx Securities LLC $ 150,000,000 RBC Capital Markets40,500,000 Xxxxxxxxx LLC $ 40,500,000 Xxxxx and Company, LLC 75,000,000 Citigroup Global Markets $ 6,750,000 Canaccord Genuity Inc. 75,000,000 Credit Suisse Securities (USA) LLC 50,000,000 Xxxxxxx, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & Associates$ 2,250,000 Total $ 90,000,000 NaviNet, Inc. 25,000,000 Total $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerlyXxx.Xxxxxx, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V.Inc. 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto NetworksAnnex B, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (including the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem description of the notes prior securities to be sold in the maturity date, and no “sinking fund” is provided for the notesPrivate Placement.

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indenturesthe Indenture, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKSBridgeBio Pharma, INC. By: Inc. By /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Title: Chief Financial Executive Officer [Signature Page to the Purchase Agreement] Accepted: June 24, 2014 As of the date first written above X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting severally For themselves and on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities LLC By: By /s/ Xxxxx Xxxxx BOFA SECURITIES, INC. For themselves and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Xxxxxx Initial Purchaser Principal Amount X.X. Xxxxxx Securities LLC $ 150,000,000 RBC 251,750,000 BofA Securities, Inc. $ 167,834,000 Mizuho Securities USA LLC $ 18,472,000 Xxxxx Xxxxxxx & Co. $ 18,472,000 KKR Capital Markets, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 Credit Suisse Securities (USA) LLC 50,000,000 Xxxxxxx, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & Associates, Inc. 25,000,000 $ 18,472,000 Total $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerly, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V. 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). 475,000,000 Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto Networks, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes.Annex B. [Attached]

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKS, INC. By: /s/ Xxxxxxxx Xxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Accepted: June 243, 2014 X.X. 2020 XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, XXXXXXX & CO. LLC CITIGROUP GLOBAL MARKETS INC. Acting severally on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities Xxxxxxx & Co. LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxxxxxxxxx Xxxxx Xxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC Citigroup Global Markets Inc. By: /s/ Xxxxx Xxxxxxxx Xxxx Xxx Name: Xxxxx Xxxxxxxx Xxxx Xxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Initial Purchaser Principal Amount X.X. Xxxxxx Securities Xxxxxxx & Co. LLC $ 150,000,000 RBC Capital Markets, LLC 75,000,000 945,000,000 Citigroup Global Markets Inc. 75,000,000 428,750,000 Credit Suisse Securities (USA) LLC 50,000,000 Xxxxxxx, 83,125,000 Xxxxxxx Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities 83,125,000 Xxxxx Fargo Securities, LLC 25,000,000 Xxxxxxx Xxxxx & Associates83,125,000 RBC Capital Markets, LLC 83,125,000 BofA Securities, Inc. 25,000,000 43,750,000 Total $ 500,000,000 1,750,000,000 Palo Alto Networks (Israel) Ltd. (formerlyPublic Sector LLC Xxxxxxx.xx, Cyvera Ltd.) Inc. Palo Alto Networks International, Inc. Palo Alto Networks (Netherlands) B.V.B.V. Palo Alto Networks (Israel Analytics), Ltd. 1. The Company has been is a corporation duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with and is in good standing under such laws. The Company has requisite corporate power and authority to own or lease its properties and conduct carry on its business business, as described in the General Disclosure Package and Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock execution and delivery of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has Operative Documents have been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 43. The Company has all requisite the corporate power to execute and deliver the Purchase Agreement and the Securities Operative Documents and to perform its obligations under the terms of the Purchase Agreement and the SecuritiesOperative Documents. 54. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 65. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 76. The shares of Common Stock initially issuable upon conversion of the Securities (assuming the full physical settlement of the Securities upon conversion and including the maximum number of shares of Common Stock issuable with respect to any Make-Whole Fundamental Change (as defined in the Indenture)) (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company Company, and the Shares, if any, when issued upon due conversion of the Securities in accordance with the terms of the Securities and the Indenture will would, if issued today, be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Incorporation, the Bylaws or the DGCL. 87. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notesNotes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 98. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material Certain U.S. federal income tax considerationsFederal Income Tax Considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize are fair summaries in all material respects such laws and legal conclusionsrespects. 109. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption captions “Description of capital stock,Capital Stock” and “Plan of Distribution” (to the extent of the description of the Purchase Agreement) insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 1110. The Company is not, and immediately after giving effect to the offering and sale of the Securities and the application of the net proceeds thereof as described in the General Disclosure PackageFinal Offering Memorandum, will not be required to be registered as, register as an “investment company,” as such term is defined in under the Investment Company Act. 1211. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities Operative Documents or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or the Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate result in a violation of any U.S. federal, California or New York state law, rule or regulation or the DGCL, or (iv) result in a violation of any Reviewed Judgment. 1312. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue execution and delivery of the Operative Documents, the offer and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, and (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 1413. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act of 1939, as amended (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto Networks, Inc. Ticker/Exchange for common stockCommon Stock: PANW/The New York Stock Exchange. Securities: 00.375% Convertible Senior Notes due 2019 2025 (the “notes”). Principal amountAmount: $500,000,0001,750,000,000. Over-allotment optionOption: $75,000,000250,000,000. Denominations: $1,000 and multiples thereof. Maturity: July June 1, 20192025, unless earlier repurchased repurchased, redeemed or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes.

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities ActQIBs. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKSLYFT, INC. By: /s/ Xxxxxxx Xxxxxxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxx Xxxxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Accepted: June 24As of the date first written above BOFA SECURITIES, 2014 INC. XXXXXXX XXXXX & CO. LLC X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting severally For themselves and on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxx Authorized Signatory By: XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxx Authorized Signatory By: X.X. Xxxxxx Securities XXXXXX SECURITIES LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxx Authorized Signatory BofA Securities, Inc. $ 112,000,000 Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, Xxxxx & Co. LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Initial Purchaser Principal Amount $ 112,000,000 X.X. Xxxxxx Securities LLC $ 150,000,000 112,000,000 BMO Capital Markets Corp. $ 16,000,000 KeyBanc Capital Markets Inc. $ 16,000,000 RBC Capital Markets, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 Credit Suisse $ 16,000,000 TD Securities (USA) LLC 50,000,000 Xxxxxxx$ 16,000,000 Total. $ 400,000,000 Pricing Term Sheet, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & Associatesdated February 22, Inc. 25,000,000 Total $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerly2024, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V. 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto NetworksAnnex B. 34 1. Launch Press Release, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1dated February 21, 20192024, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior relating to the maturity dateannouncement of the offering of the Securities, and no “sinking fund” is provided for in the notesform agreed to by the Representatives. 2. Pricing Press Release, dated on or about February 22, 2024, relating to the pricing of the offering of the Securities, and in the form agreed to by the Representatives.

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKSARIAD PHARMACEUTICALS, INC. By: /s/ Xxxxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxxxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Executive Vice President, CFO Accepted: June 24, 2014 X.X. As of the date first written above X. X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting severally For itself and on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities X. X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxxx Xxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxx Xxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Initial Purchaser Principal Amount X.X. of Securities to be Purchased X. X. Xxxxxx Securities LLC $ 150,000,000 RBC BMO Capital MarketsMarkets Corp. $ 10,000,000 Xxxxx and Company, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 Credit Suisse Securities (USA) LLC 50,000,000 Xxxxxxx, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS $ 10,000,000 JMP Securities LLC 25,000,000 $ 10,000,000 Xxxxxx, Xxxxxxxx & Company, Incorporated $ 10,000,000 Xxxxxxx Xxxxx & AssociatesCompany, Inc. 25,000,000 L.L.C. $ 10,000,000 Total $ 500,000,000 Palo Alto Networks 200,000,000 ARIAD Pharma S.A. ARIAD Pharma Ltd. ARIAD Pharma (IsraelUK) Ltd. ARIAD Pharmaceuticals (formerly, Cyvera Ltd.Australia) Palo Alto Networks Pty Ltd ARIAD Pharmaceuticals (NetherlandsAustria) B.V.GmbH ARIAD Pharmaceuticals (Benelux) B.V. ARIAD Pharmaceuticals (Canada) ULC ARIAD Pharmaceuticals (Cayman) Inc. ARIAD Pharmaceuticals (Cayman) L.P. ARIAD Pharmaceuticals (Denmark) ApS ARIAD Pharmaceuticals (Europe) Sàrl ARIAD Pharmaceuticals (Finland) Oy ARIAD Pharmaceuticals (France) Sàrl ARIAD Pharmaceuticals (Germany) GmbH ARIAD Pharmaceuticals (Italia) SRL ARIAD Pharmaceuticals (Japan) GK ARIAD Pharmaceuticals (Luxembourg) Sàrl ARIAD Pharmaceuticals (Nordic) AB ARIAD Pharmaceuticals (Norway) AS ARIAD Pharmaceuticals (Spain) SL ARIAD Securities Corporation 1. The Company has (a) Each Initial Purchaser acknowledges that the Securities have not been duly incorporated and is a validly existing corporation in good standing registered under the laws of Securities Act and may not be offered or sold within the State of Delaware with corporate power and authority United States or to, or for the account or benefit of, U.S. persons except pursuant to own its properties and conduct its business as described an exemption from, or in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have transactions not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreementsubject to, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion registration requirements of the Securities Act. (b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) Such Initial Purchaser has offered and sold the “Shares”Securities, and will offer and sell the Securities, (A) have been duly authorized and reserved by all necessary corporate action on the as part of their distribution at any time and (B) otherwise until 40 days after the Company and the Shares, if any, when issued upon conversion later of the Securities in accordance with commencement of the terms offering of the Securities and the Indenture will be validly issuedClosing Date, fully paid and nonassessable and free of preemptive rights arising only in accordance with Regulation S under the Certificate of Incorporation Securities Act (“Regulation S”) or Bylaws Rule 144A or any other available exemption from registration under the DGCLSecurities Act. 8. The statements set forth (ii) None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport any directed selling efforts with respect to constitute a summary of the terms of the Indenture and the Securities, fairly summarize and all such terms persons have complied and will comply with the offering restrictions requirement of Regulation S. (iii) At or prior to the confirmation of sale of any Securities sold in all material respects. 9. reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchase Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect: “The statements set forth in the General Disclosure Package and the Final Offering Memorandum Securities covered hereby have not been registered under the caption U.S. Securities Act of 1933, as amended (the “Material U.S. federal income tax considerations,” insofar as they purport to summarize Securities Act”), and may not be offered or sold within the United States federal tax laws referred to therein or legal conclusions with respect theretoto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in or for the General Disclosure Package and Final Offering Memorandum under account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the caption “Description later of capital stock,” insofar as such statements constitute summaries the commencement of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. The Company is not, and after giving effect to the offering and sale of the Securities and the application date of original issuance of the proceeds thereof as described Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the General Disclosure Package, Securities Act. Terms used above have the meanings given to them by Regulation S.” (iv) Such Initial Purchaser has not and will not be required enter into any contractual arrangement with any distributor with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Company. Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S. (c) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it has only communicated or caused to be registered ascommunicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, an “investment company,” as such term is defined in from or otherwise involving the Investment Company ActUnited Kingdom. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance (d) Each Initial Purchaser acknowledges that no action has been or will be taken by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation that would permit a public offering of the transactions contemplated thereby will (i) violate the Certificate of Incorporation Securities, or Bylaws, (ii) conflict with, result in a breach possession or violation by the Company distribution of any of the terms Time of Sale Information, the Offering Memorandum, any Issuer Written Communication or provisions of, any other offering or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect publicity material relating to the DGCL) governmental agency Securities, in any country or body or court jurisdiction where action for that purpose is required for the issue and sale by the Company required. June , 2014 X. X. Xxxxxx Securities LLC As Representative of the Securities or the consummation by the Company of the transactions contemplated by several Initial Purchasers listed in Schedule 1 to the Purchase Agreement or referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: ARIAD Pharmaceuticals, Inc. — Rule 144A Offering Ladies and Gentlemen: The undersigned understands that you, as Representative of the Indentureseveral Initial Purchasers, except propose to enter into a Purchase Agreement (ithe “Purchase Agreement”) such as have been obtained under with ARIAD Pharmaceuticals, Inc., a Delaware corporation (the Securities Act“Company”), providing for the purchase and resale (iithe “Placement”) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14several Initial Purchasers named in Schedule 1 to the Purchase Agreement (the “Initial Purchasers”), of Convertible Senior Notes of the Company (the “Securities”). Assuming Capitalized terms used herein and not otherwise defined shall have the accuracy meanings set forth in the Purchase Agreement. In consideration of the Initial Purchasers’ representations contained in agreement to purchase and make the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms Placement of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative on behalf of the Initial Purchasers, the undersigned will not, during the period ending 60 days after the date of the final offering memorandum (the “Offering Memorandum”) relating to the Placement (such period, the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than (A) transfers of shares of Common Stock as a bona fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate family (as defined below) of the undersigned in a transaction not involving a disposition for value, or (C) transfers by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; provided that, in the case of any transfer or distribution pursuant to clause (A), (B), or (C), (a) the donee or transferee shall execute and deliver to the Representative a lock-up letter substantially in the form hereof and (b) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of Xxxxx X. Issuer: Palo Alto Networks1934, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 as amended (the “notesExchange Act”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notesother public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5).

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, any trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKS, INCVERIGY LTD. By: /s/ Xxxxxxx Xxxxxxxxx Xxxxxx X. Xxxx Name: Xxxxxxx Xxxxxxxxx Xxxxxx X. Xxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Accepted: June 24July 9, 2014 2009 X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting severally XXXXXX XXXXXXX & CO. INCORPORATED For themselves and on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS XXXXXX SECURITIES INC. By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxx X. Xxxxx Name: Xxxxxxx Xxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Initial Purchaser Principal Amount X.X. XXXXXX (S.E.A.) LIMITED XXXXXX XXXXXXX ASIA (SINGAPORE) PTE. Acting as Joint Lead Managers, solely as recipients or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement X.X. XXXXXX (S.E.A.) LIMITED By: /s/ Cheah Xxx Xxxx Name: Cheah Xxx Xxxx Title: Executive Director XXXXXX XXXXXXX ASIA (SINGAPORE) PTE. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director X.X. Xxxxxx Securities LLC Inc. $ 150,000,000 RBC Capital Markets, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 Credit Suisse Securities (USA) LLC 50,000,000 Xxxxxxx, Sachs & Co. 50,000,000 60,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & AssociatesIncorporated 60,000,000 Total $ 120,000,000 Name of Subsidiary Jurisdiction of Incorporation Verigy (Canada) Inc. Canada Verigy Germany GmbH Germany Verigy Italia S.r.L. Italy Verigy (Japan) K.K. Japan Verigy (Korea) Ltd. South Korea Verigy France SAS France Verigy (Malaysia) Sdn. Bhd. Malaysia Verigy (Netherlands) B.V. The Netherlands Verigy (Singapore) Pte. Ltd. Singapore Verigy US, Inc. 25,000,000 Total $ 500,000,000 Palo Alto Networks Delaware Verigy (US) Development Inc. Delaware Inovys Corporation California Verigy (Shanghai) Co. Ltd. People’s Republic of China Verigy (Israel) Ltd. (formerly, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V. 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto NetworksIsrael Touchdown Technologies, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: California a. Time of Sale Information PRICING TERM SHEET DATED July 19, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes.2009

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKSIRONWOOD PHARMACEUTICALS, INC. By: /s/ Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxxxx Xxxxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Accepted: June 24, 2014 & Senior Vice President of Finance and Corporate Strategy X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, CREDIT SUISSE SECURITIES (USA) LLC CITIGROUP GLOBAL MARKETS INC. Acting severally For themselves and on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities XXXXXX SECURITIES LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Xxxxxx Xxxx Name: Xxxxxxx Xxxxxxxxxxx Xxxxxx Xxxx Title: Executive Managing Director By: RBC CAPITAL MARKETS, CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Initial Purchaser Principal Amount X.X. Xxxxxx Securities LLC $ $150,000,000 RBC Capital Markets, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 Credit Suisse Securities (USA) LLC 50,000,000 $112,500,000 Xxxxxx Xxxxxxx & Co. LLC $ 22,500,000 Xxxxxxx, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & Associates, Inc. 25,000,000 $ 15,000,000 Total $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerly, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V. 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). $300,000,000 Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto Networks, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes.Annex B.

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKS, INC. INTEGRA LIFESCIENCES HOLDINGS CORPORATION By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Accepted: June 249, 2014 2011 X.X. XXXXXX SECURITIES LLC XXXXXXX XXXXX. XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. LLC DEUTSCHE BANK SECURITIES INC. RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting severally XXXXX FARGO SECURITIES, LLC For itself and on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities XXXXXX SECURITIES LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Initial Purchaser Principal Amount Authorized Signatory X.X. Xxxxxx Securities LLC $ 150,000,000 40,000,000 Xxxxxx Xxxxxxx & Co. LLC $ 36,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 32,000,000 Deutsche Bank Securities Inc. $ 20,000,000 RBC Capital Markets, LLC 75,000,000 Citigroup Global Markets Inc. 75,000,000 Credit Suisse $ 20,000,000 Xxxxx Fargo Securities, LLC $ 20,000,000 HSBC Securities (USA) LLC 50,000,000 XxxxxxxInc. $ 8,000,000 RBS Securities Inc. $ 8,000,000 Mitsubishi UFJ Securities (USA), Sachs & Co. 50,000,000 Xxxxxx Inc. $ 6,000,000 Xxxxx Xxxxxxx & Co. $ 2,500,000 Canaccord Genuity Inc. $ 2,500,000 Xxxxxxx Xxxxxxxx and Company LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx $ 2,500,000 Xxxxxxxxxxx & Associates, Co. Inc. 25,000,000 $ 2,500,000 Total $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerly, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V. 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of 200,000,000 • Xxxxxx X. Xxxxx • Xxxxx X. Issuer: Palo Alto NetworksXxxxxxx • Xxxx X. Xxxxxxxx • Xxxxxx X. X’Xxxxx • Xxxxx X. Xxxxxx • Xxxxxx X. Baltimore, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: Jr. • Xxxxx Xxxxxxx • Xxxxxxx X. Xxxxxx • Xxxx Xxxxxxxxxx • Xxxxxxx X. Xxxxxx • Xxxxxxxxx X. Xxxxxx • Xxxxx X. Xxxxxxxx • Xxxx X. XxxXxxx a. Time of Sale Information PRICING TERM SHEET Dated June 9, 2011 Effective date $500,000,000. Over-allotment option: 46.70 $75,000,000. Denominations: 50.00 $1,000 and multiples thereof. Maturity: July 1, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes.55.00 $60.00 $65.00 $70.00 $80.00 $90.00 $100.00 $120.00 $140.00

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKSKaman Corporation By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer Accepted: As of the date first written above X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx X. Xxxxx Authorized Signatory XXXXXXX LYNCH, INC. PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer [Signature Page to the Purchase Agreement] Accepted: June 24, 2014 X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Xxxxx Authorized Signatory Acting severally on behalf of themselves and as Representatives of the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Initial Purchaser Principal Amount X.X. Xxxxxx Securities LLC $ 150,000,000 RBC 91,000,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 41,125,000 UBS Securities LLC 17,500,000 Citizens Capital Markets, LLC 75,000,000 Citigroup Global Inc. 7,437,500 KeyBanc Capital Markets Inc. 75,000,000 Credit Suisse 7,437,500 BB&T Capital Markets, a division of BB&T Securities, LLC 1,750,000 CJS Securities, Inc. 1,750,000 Xxxxxx Xxxxxxxx, LLC 1,750,000 Fifth Third Securities, Inc. 1,750,000 Xxxxxx & Company, LLC 1,750,000 TD Securities (USA) LLC 50,000,000 Xxxxxxx, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & Associates, Inc. 25,000,000 Total 1,750,000 $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerly, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V.175,000,000 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws a. Time of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Sale Information Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto Networks, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes.Annex B.

Xtract Research LLC. The Company hereby agrees that the Initial Purchasers may provide copies of the Preliminary Offering Memorandum and the Final Offering Memorandum relating to the offering of the Securities and any other agreements or documents relating thereto, including, without limitation, trust indentures, to Xtract Research LLC (“Xtract”) following the completion of the offering for inclusion in an online research service sponsored by Xtract, access to which is restricted to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PALO ALTO NETWORKSWORLD WRESTLING ENTERTAINMENT, INC. By: By /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Xxxx Xxxxx Title: Chief Financial Accounting Officer [Signature Page to the Purchase Agreement] and Senior Vice President, Controller Accepted: June 24, 2014 As of the date first written above X.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, XXXXXX XXXXXXX & CO. LLC CITIGROUP GLOBAL MARKETS INC. Acting severally on behalf of themselves and the several Initial Purchasers listed in Schedule 1 hereto. By: X.X. Xxxxxx Securities XXXXXX SECURITIES LLC By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Executive Director Authorized Signatory By: RBC CAPITAL MARKETS, XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director [Signature Page to the Purchase Agreement] Xxxx Authorized Signatory Initial Purchaser Principal Amount X.X. Xxxxxx Securities LLC $ 150,000,000 RBC Capital Markets, LLC 75,000,000 81,000,000.00 Xxxxxx Xxxxxxx & Co. LLC. $ 60,000,000.00 Citigroup Global Markets Inc. 75,000,000 Credit Suisse $ 27,000,000.00 EA Markets Securities (USA) LLC. $ 10,000,000.00 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. $ 9,000,000.00 Xxxxxx Xxxxxxxxxx Xxxxx LLC 50,000,000 Xxxxxxx, Sachs & Co. 50,000,000 Xxxxxx Xxxxxxx & Co. LLC 50,000,000 UBS Securities LLC 25,000,000 Xxxxxxx Xxxxx & Associates$ 6,000,000.00 Citizens Capital Markets, Inc. 25,000,000 $ 4,000,000.00 BTIG, LLC. $ 3,000,000.00 Total $ 500,000,000 Palo Alto Networks (Israel) Ltd. (formerly200,000,000.00 Event Services, Cyvera Ltd.) Palo Alto Networks (Netherlands) B.V.Inc. WWE Jet Services, Inc. WWE Network, LLC 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Final Offering Memorandum. The Company is duly qualified to do business as a foreign corporation and is in good standing in the State of California. 2. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Offering Memorandum. 3. The Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company. 4. The Company has all requisite corporate power to execute and deliver the Purchase Agreement and the Securities and to perform its obligations under the terms of the Purchase Agreement and the Securities. 5. The Securities being issued on the date hereof are in the form contemplated in the Indenture and have been duly authorized by all necessary corporate action of the Company and have been duly executed by the Company and when authenticated by the Trustee in accordance with the terms of the Indenture (which authentication we have not determined by inspection of the Securities) and issued and delivered to the Initial Purchasers against payment of the purchase price therefor specified in the Purchase Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 6. The Indenture has been duly authorized by all necessary corporate action on the part of the Company and the Indenture has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the Trustee, the Indenture constitutes a valid and binding instrument, enforceable against the Company in accordance with its terms. 7. The shares of Common Stock initially issuable upon conversion of the Securities (the “Shares”) have been duly authorized and reserved by all necessary corporate action on the part of the Company and the Shares, if any, when issued upon conversion of the Securities in accordance with the terms of the Securities and the Indenture will be validly issued, fully paid and nonassessable and free of preemptive rights arising under the Certificate of Incorporation or Bylaws or the DGCL. 8. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Description of notes” insofar as such statements purport to constitute a summary of the terms of the Indenture and the Securities, fairly summarize such terms in all material respects. 9. The statements set forth in the General Disclosure Package and the Final Offering Memorandum under the caption “Material U.S. federal income tax considerations,” insofar as they purport to summarize the United States federal tax laws referred to therein or legal conclusions with respect thereto, fairly summarize in all material respects such laws and legal conclusions. 10. The statements set forth in the General Disclosure Package and Final Offering Memorandum under the caption “Description of capital stock,” insofar as such statements constitute summaries of legal matters or documents, fairly summarize the matters and documents referred to therein in all material respects. 11. 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 General Disclosure Package, will not be required to be registered as, an “investment company,” as such term is defined in the Investment Company Act. 12. None of the issuance and sale of the Securities being delivered on the date hereof, the execution, delivery and performance by the Company of its obligations under the Purchase Agreement, the Indenture and the Securities or the consummation of the transactions contemplated thereby will (i) violate the Certificate of Incorporation or Bylaws, (ii) conflict with, result in a breach or violation by the Company of any of the terms or provisions of, or constitute a default by the Company under any Reviewed Agreement, or (iii) violate any Reviewed Judgment. 13. No consent, approval, authorization, order, registration or qualification of or with any U.S. federal, New York, California or Delaware (solely with respect to the DGCL) governmental agency or body or court is required for the issue and sale by the Company of the Securities or the consummation by the Company of the transactions contemplated by the Purchase Agreement or the Indenture, except (i) such as have been obtained under the Securities Act, (ii) such as may be required under state securities or Blue Sky laws, and (iii) as contemplated by the Operative Documents. 14. Assuming the accuracy of the Initial Purchasers’ representations contained in the Purchase Agreement and the accuracy of the Company’s representations contained in the Purchase Agreement, no registration of the Securities or the Shares is required under the Securities Act for the sale of the Securities by the Company to the Initial Purchasers pursuant to the Purchase Agreement and the Indenture or for the initial resale of the Securities by the Initial Purchasers in the manner contemplated by the Purchase Agreement, the General Disclosure Package and the Final Offering Memorandum, and it is not necessary to qualify the Indenture under the Trust Indenture Act (it being understood that, in each case, no opinion is expressed as to any subsequent resale of the Securities or the Shares or the consequences thereof). Term sheet containing the terms of the Securities, substantially in the form of Xxxxx X. Issuer: Palo Alto NetworksAnnex B. 1. Launch press release issued on December 12, Inc. Ticker/Exchange for common stock: PANW/The New York Stock Exchange2016. 2. Securities: 0% Convertible Senior Notes due 2019 (the “notes”). Principal amount: $500,000,000. Over-allotment option: $75,000,000. Denominations: $1,000 and multiples thereof. Maturity: July 1Pricing press release issued on December 12, 2019, unless earlier repurchased or converted. No redemption at our option: We may not redeem the notes prior to the maturity date, and no “sinking fund” is provided for the notes2016.