LINKEDIN CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 12, 2014 0.50% Convertible Senior Notes due 2019Indenture • November 12th, 2014 • Linkedin Corp • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of November 12, 2014, between LINKEDIN CORPORATION, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
5,381,166 Shares LINKEDIN CORPORATION CLASS A COMMON STOCK, $0.0001 PAR VALUE UNDERWRITING AGREEMENT SEPTEMBER 4, 2013Underwriting Agreement • September 5th, 2013 • Linkedin Corp • Services-computer programming, data processing, etc. • New York
LINKEDIN CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2011 • Linkedin Corp • Services-computer programming, data processing, etc. • Delaware
This Indemnification Agreement, dated as of (this “Agreement”), is made by and between LinkedIn Corporation, a Delaware corporation, (the “Company”), and (“Indemnitee”).
LEASELease Agreement • January 27th, 2011 • Linkedin Corp • California
THIS LEASE (“Lease”) is made and entered into as of March 20, 2007 (the “Lease Commencement Date”), by and between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company (“Landlord”), and LINKEDIN CORPORATION, a Delaware corporation (“Tenant”).
LINKEDIN CORPORATION STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 27th, 2011 • Linkedin Corp • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2007 (the “Effective Date”), by and between LinkedIn Corporation, a Delaware corporation (the “Company”), and Steven Sordello (the “Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s Amended and Restated 2003 Stock Incentive Plan, as may be further amended and/or restated from time to time (the “Plan”).
LEASE AGREEMENT (NNN OFFICE AND R&D TENANT IMPROVEMENTS) BASIC LEASE INFORMATIONLease Agreement • November 1st, 2012 • Linkedin Corp • Services-computer programming, data processing, etc. • California
MEMBERSHIP UNITS PURCHASE AGREEMENTMembership Units Purchase Agreement • January 27th, 2011 • Linkedin Corp • California
This MEMBERSHIP UNITS PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 13, 2008 (the “Effective Date”), by and between LinkedIn Corporation, a Delaware corporation formerly known as LinkedIn, Ltd. (the “Company”), and Reid Hoffman, an individual (“Hoffman”).
SIXTH AMENDMENT TO LEASELease • October 31st, 2011 • Linkedin Corp • Services-computer programming, data processing, etc.
This SIXTH AMENDMENT TO LEASE (“Amendment”) is made and entered into as of October 25, 2011 (the “Reference Date”), by and between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company (“Landlord”), and LINKEDIN CORPORATION a Delaware corporation (“Tenant”).
AMENDMENT NO. 1 TO THE MASTER SERVICE AGREEMENTMaster Service Agreement • April 4th, 2011 • Linkedin Corp • Services-computer programming, data processing, etc.
This amendment number 1 between Equinix Operating Co., Inc. (“Equinix”) and LinkedIn Corporation (“LinkedIn”) is effective as of June 1,2010 and amends the Master Service Agreement entered into between Equinix and LinkedIn with an effective date of February 27, 2008 (“MSA”).
LINKEDIN CORPORATIONInvestors’ Rights Agreement • January 27th, 2011 • Linkedin Corp • California
This THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 13, 2008, by and among LinkedIn Corporation, a Delaware corporation formerly known as LinkedIn, Ltd. (the “Company”), and the parties (each an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached hereto as Exhibit A (the “Schedule of Investors,” as such Schedule of Investors may be amended from time to time to reflect additional holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series D Preferred Stock). Capitalized terms used in this Agreement have the meanings ascribed to them in Section 1. This Agreement amends and restates the Second Amended and Restated Investors’ Rights Agreement, dated as of December 29, 2006, by and among the Company and the persons and entities who are signatories thereto (the “Prior Rights Agreement”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 5th, 2014 • Linkedin Corp • Services-computer programming, data processing, etc. • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 6, 2014, as amended by Amendment No. 1 hereto dated as of February 13, 2014, as amended by Amendment No. 2 hereto dated as of February 20, 2014 and as amended by Amendment No. 3 hereto dated as of February 24, 2014, by and among LinkedIn Corporation, a Delaware corporation (“Parent”), Bright Media Corporation, a Delaware corporation (the “Company”), Bok Choy Acquisition Merger Corporation, a Delaware corporation and a wholly‑owned subsidiary of Parent (“Sub I”), Bok Choy Acquisition Merger LLC, a Delaware limited liability company and a wholly‑owned subsidiary of Parent (“Sub II,” and together with Sub I, the “Merger Subs”) and, with respect to Article I, Article VI, Article VII and Article VIII hereof only, U.S. Bank, National Association, as Escrow Agent and Steven Goodman, as Stockholder Representative (the “Stockholder Representative”).
LINKEDIN CORPORATION OPTION EXERCISE AND REPURCHASE AGREEMENTOption Exercise and Repurchase Agreement • January 27th, 2011 • Linkedin Corp • Delaware
This OPTION EXERCISE AND REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ] (the “Effective Date”), by and between LinkedIn Corporation, a Delaware corporation (the “Company”), and [ ], an executive of the Company (the “Purchaser”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s Amended and Restated 2003 Stock Incentive Plan, as may be further amended and/or restated from time to time (the “Plan”).
SUBLEASESublease • January 27th, 2011 • Linkedin Corp
THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of February 18, 2010, and is made by and between Actel Corporation, a California corporation (“Sublessor”), and Linkedln Corporation, a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:
FIRST AMENDMENT TO LEASELease • January 27th, 2011 • Linkedin Corp
THIS FIRST AMENDMENT TO LEASE (“Amendment”) is entered into and dated as of September , 2007 (the “Effective Date”) by and between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company (“Landlord”) and LINKEDIN CORPORATION, a Delaware corporation (“Tenant”), with reference to the following facts:
FORM OF CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 13th, 2014 • Linkedin Corp • Services-computer programming, data processing, etc. • California
On behalf of LinkedIn Corporation (“LinkedIn” or the “Company”), I am pleased to notify you that, subject to approval of LinkedIn’s Compensation Committee, you will be entitled to certain additional severance protection for you in the event of a change of control of the Company, as defined in Exhibit A to this letter (“Change of Control”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 8th, 2016 • Linkedin Corp • Services-computer programming, data processing, etc. • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 8, 2016, between LINKEDIN CORPORATION, a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
LinkedIn CorporationConvertible Senior Notes Agreement • November 7th, 2014 • Linkedin Corp • Services-computer programming, data processing, etc.
LinkedIn Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $1,150,000,000 principal amount of its 0.50% Convertible Senior Notes due 2019 (the “Firm Securities”), and at the option of Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (the “Representatives”) on behalf of the Purchasers, up to an aggregate of $172,500,000 additional principal amount of its 0.50% Convertible Senior Notes due 2019 (the “Optional Securities”, and together with the Firm Securities, the “Securities”). The Securities will be convertible into cash, shares (the “Underlying Shares”) of Class A Common Stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) or a combination of cash and Underlying Shares, at the Company’s election.
LINKEDIN CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 9th, 2011 • Linkedin Corp • Services-computer programming, data processing, etc. • California
Unless otherwise defined in this Restricted Stock Unit Award Agreement (the “Award Agreement”), the terms defined in the LinkedIn Corporation (also referred to in this Award Agreement as the “Company,” “we,” “us” and “our”) 2011 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Award Agreement.
SUBLEASESublease • January 27th, 2011 • Linkedin Corp • California
This SUBLEASE, dated as of the 4 day of January, 2011 (“Effective Date”), is entered into and agreed between Omnicell, Inc., a Delaware corporation, having its headquarters at 1201 Charleston Rd, Mountain View, CA 94043 (“Sublandlord”), and Linkedln Corporation, a Delaware corporation, having its headquarters at 2029 Stierlin Court, Mountain View, California 94043 (“Subtenant”).
AGREEMENT AND PLAN OF MERGER by and among MICROSOFT CORPORATION, LIBERTY MERGER SUB INC. and LINKEDIN CORPORATION Dated as of June 11, 2016Merger Agreement • June 13th, 2016 • Linkedin Corp • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 11, 2016, by and among Microsoft Corporation, a Washington corporation (“Parent”), Liberty Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and LinkedIn Corporation, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the meanings given to them in Article I.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • December 18th, 2012 • Linkedin Corp • Services-computer programming, data processing, etc.
This FIRST AMENDMENT TO LEASE AGREEMENT (the "Amendment") dated for reference purposes only as of December 13, 2012, is entered into by and between SEQUOIA M&M LLC, a California limited liability company, SEQUOIA M&P LLC, a California limited liability company, and SEQUOIA DEL REY, LLC, a California limited liability company (collectively, "Landlord"), and LINKEDIN CORPORATION, a Delaware corporation ("Tenant"), with reference to the facts set forth in the Recitals below.
FIFTH AMENDMENT TO LEASELease • January 27th, 2011 • Linkedin Corp
This FIFTH AMENDMENT TO LEASE (“Amendment”) is made and entered into as of the 17th day of December, 2010 (the “Reference Date”), by and between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company (“Landlord”), and LINKEDIN CORPORATION a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG LINKEDIN CORPORATION, LYNDA.COM, INC., HARPO ACQUISITION MERGER CORPORATION, HARPO ACQUISITION MERGER LLC, AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDER REPRESENTATIVE Dated as of April 9, 2015Merger Agreement • May 15th, 2015 • Linkedin Corp • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 9, 2015 by and among LinkedIn Corporation, a Delaware corporation (“Parent”), lynda.com, Inc., a Delaware corporation (the “Company”), Harpo Acquisition Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub I”), Harpo Acquisition Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Sub II”, and together with Sub I, the “Merger Subs”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Company Security Holders (the “Stockholder Representative”).
THIRD AMENDMENT TO LEASELease • January 27th, 2011 • Linkedin Corp
THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is entered into and dated as of December 18, 2009 (the “Effective Date”) by and between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company (“Landlord”) and LINKEDIN CORPORATION, a Delaware corporation (“Tenant”), with reference to the following facts:
Dealer Name] [Dealer Address]Call Option Transaction • November 7th, 2014 • Linkedin Corp • Services-computer programming, data processing, etc. • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and LinkedIn Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
FOURTH AMENDMENT TO LEASELease • January 27th, 2011 • Linkedin Corp
THIS FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is entered into and dated as of March 3 , 2010 (the “Effective Date”) by and between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company (“Landlord”) and LINKEDIN CORPORATION, a Delaware corporation (“Tenant”), with reference to the following facts:
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 15th, 2014 • Linkedin Corp • Services-computer programming, data processing, etc. • California
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 21, 2014 by and among LinkedIn Corporation, a Delaware corporation (“Parent”), Bizo, Inc., a Delaware corporation (the “Company”), Buffalo Wings Acquisition Merger Corporation, a Delaware corporation and a wholly‑owned subsidiary of Parent (“Sub”), and, with respect to Article I, Article VI, Article VII and Article VIII hereof only, Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Stockholder Representative (the “Stockholder Representative”).
SECOND AMENDMENT TO LEASELease • January 27th, 2011 • Linkedin Corp
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is entered into and dated as of June 25, 2008 (the “Effective Date”) by and between BRITANNIA HACIENDA VIII LLC, a Delaware limited liability company (“Landlord”) and LINKEDIN CORPORATION, a Delaware corporation (“Tenant”), with reference to the following facts:
