EX-10.12 11 dex1012.htm MEMBERSHIP UNITS PURCHASE AGREEMENT MEMBERSHIP UNITS PURCHASE AGREEMENT
Exhibit 10.12
MEMBERSHIP UNITS PURCHASE AGREEMENT
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 Xxxx Xxxxxxx, an individual (“Xxxxxxx”).
(A) all instruments, if any, evidencing any of the Interests;
(B) an Assignment Separate From Certificate, in the form attached hereto as Exhibit A, duly executed in blank by Xxxxxxx, together with any other documents that are necessary to transfer to the Company good and valid title to all Interests and any necessary transfer tax stamps affixed or accompanied by evidence that all transfer taxes have been paid;
(C) a Consent of Spouse, in the form attached hereto as Exhibit B, duly executed by his spouse; and
(D) an Agreement and Consent to Admit New Member, in the form attached hereto as Exhibit C, duly executed by Xxxxxxx, Tribe Networks, Inc. (“Tribe Networks”) and Degrees LLC.
At the Closing, the Company shall (i) purchase, acquire, assume and accept all of the Interests, free and clear of all Liens and (ii) pay Xxxxxxx an amount equal to $ $628,159.07 (the “Purchase Price”), which consists of (A) $350,000, which the parties agree is the amount of Xxxxxxx’x capital contribution to Degrees LLC, (B) $50,000, which the parties agree is a good faith estimate of the amount of expenses incurred by Xxxxxxx in forming Degrees LLC, and (C) $228,159.07, which the parties agree is 10% interest, compounded annually, on the amounts in clauses (A) and (B) from the date of formation of Degrees LLC (i.e., September 22, 2003) through the date hereof.
3. Representations and Warranties of Xxxxxxx.
Xxxxxxx hereby represents and warrants to the Company as follows:
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with or result in a breach of any applicable law or duty, including without limitation, tort duties; (ii) infringe, misappropriate, or otherwise violate any proprietary interest of any third party, including, without limitation, intellectual property interests; or (iii) breach or terminate any contractual right or interest of any third party, or give any individual or entity any additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of any note, deed, lease, indenture, security agreement, mortgage, commitment, contract, covenant, agreement, license or other instrument or oral understanding to which Xxxxxxx is a party or by which Xxxxxxx is bound.
(g) Six Degrees Patent. Degrees LLC is the sole owner of the Six Degrees Patent. Except for the non-exclusive licenses granted by Degrees LLC to the Company and to Tribe Networks, no Person (other than Degrees LLC) has any license or other rights with respect to the Six Degrees Patent.
4. Representations and Warranties of the Company.
The Company hereby represents and warrants to Xxxxxxx as follows:
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(i) in the event the Company and/or its affiliates sell the Six Degrees Patent to any individual or entity (other than the Company or any of its affiliates) as a discrete, stand alone asset sold separately from other assets or businesses of the Company and/or its affiliates, the Company shall, within thirty (30) days after receiving any cash payment arising from such sale, pay to Xxxxxxx an amount of cash equal to the product of (A) 0.80 and (B) (x) the aggregate sales price for the Six Degrees Patent in such sale, minus (y) the Purchase Price, minus (z) the aggregate amount paid or payable by the Company and/or its affiliates to acquire sole ownership of the Six Degrees Patent (other than the Purchase Price);
(ii) in the event the Company and/or its affiliates sell the Six Degrees Patent to any individual or entity (other than the Company or any of its affiliates) with other assets or businesses of the Company and/or its affiliates, otherwise than pursuant to a Change of Control Transaction (as defined below), (A) prior to such sale, the Company and Xxxxxxx shall mutually agree on the portion of the aggregate sales price in such sale that is attributable to only the Six Degrees Patent and (B) the Company shall, within thirty (30) days after receiving any cash payment arising from such sale, pay to Xxxxxxx an amount of cash equal to the product of (A) 0.80 and (B) (x) the portion of the aggregate sales price in such sale that the Company and Xxxxxxx mutually agreed is attributable to only the Six Degrees Patent, minus (y) the Purchase Price, minus (z) the aggregate amount paid or payable by the Company and/or its affiliates to acquire sole ownership of the Six Degrees Patent (other than the Purchase Price); and
(iii) in the event the Company and/or its affiliates grants any rights with respect to the Six Degrees Patent to any individual or entity (other than the Company or any of its affiliates), otherwise than pursuant to a Change of Control Transaction (as defined below) or to the sale of the Six Degrees Patent, the Company shall, or shall cause its applicable affiliates to, promptly thereafter grant such rights to Xxxxxxx on terms no less favorable to Xxxxxxx in the aggregate as the terms given to such other individual or entity with respect to such rights.
The provisions contained in this Section 5 shall terminate and have no further force or effect upon the consummation of a Change of Control Transaction. For purposes of this Agreement, the term “Change of Control Transaction” means the acquisition of the Company (whether by merger or otherwise) or the sale of all or substantially all of the assets of the Company.
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7. Governing Law. This Agreement and the relationship between the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of California without regard to its principles of conflicts of law.
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IN WITNESS WHEREOF, the parties have duly executed this Membership Units Purchase Agreement as of the date set forth above.
COMPANY: | ||
LINKEDIN CORPORATION | ||
By: | /s/ Xxxxxx Xxx |
Name: |
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Title: |
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XXXX XXXXXXX, in his individual capacity | ||
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(Signature Page to Membership Units Purchase Agreement)
IN WITNESS WHEREOF, the parties have duly executed this Membership Units Purchase Agreement as of the date set forth above.
COMPANY: | ||
LINKEDIN CORPORATION | ||
By: |
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Name: |
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Title: |
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XXXX XXXXXXX, in his individual capacity | ||
/s/ Xxxx Xxxxxxx |
(Signature Page to Membership Units Purchase Agreement)
EXHIBIT A
FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE
DEGREES OF CONNECTION LLC
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto LinkedIn Corporation, a Delaware corporation, all of the undersigned’s right, title and interest in and to Degrees of Connection LLC, a Delaware limited liability company (the “LLC”), including, without limitation, all of the undersigned’s ownership and/or membership interests in the LLC. This assignment shall be effective as of the date set forth below. Hereafter, the undersigned shall neither be a member nor an owner of the LLC and shall have no right to receive from the LLC any share of profits, losses and/or distributions (including, without limitation, any right of return from the LLC upon its dissolution) to which the undersigned would otherwise be entitled absent this instrument.
Dated: June 13, 2008
/s/ Xxxx Xxxxxxx |
Xxxx Xxxxxxx |
EXHIBIT B
FORM OF CONSENT OF SPOUSE
I, the spouse of Xxxx Xxxxxxx, acknowledge that I have read the foregoing Membership Units Purchase Agreement (the “Agreement”) and understand its contents. I am aware that by its provisions that all of the rights, title and interests in and to Degrees of Connection LLC that are held by my spouse, including my community interest, if any, in such rights, title and interests are subject to the provisions of the Agreement and that I will take no action at any time to hinder operation of, or violate, the Agreement.
I hereby appoint my husband, Xxxx Xxxxxxx, as my attorney-in-fact with respect to the exercise or waiver of any rights under the Agreement, and agree to be bound by the provisions of the Agreement insofar as I may have any rights with respect to the Agreement or any such interests under the community property laws of the State of California.
/s/ Xxxxxxxx X. Xxx | 6/13/08 | |||
(Signature) | (Date) | |||
Xxxxxxxx X. Xxx | ||||
(Name) |
EXHIBIT C
FORM OF AGREEMENT AND CONSENT TO ADMIT NEW MEMBER
Reference is made to the Limited Liability Company Operating Agreement (the “Operating Agreement”) of Degrees of Connection LLC, a Delaware limited liability company (“Degrees LLC”).
In connection with the transfer by Xxxx Xxxxxxx of all of his membership units of Degrees LLC to LinkedIn Corporation, a Delaware corporation (“LinkedIn”), each of the undersigned hereby consents to such transfer and agrees and consents to the admission of LinkedIn as a “Member” and “Owner” of Degrees LLC for all purposes (including, without limitation, for purposes of the Operating Agreement). For clarity, (a) LinkedIn is not subject to Section 3.2(c)(i) of the Operating Agreement and is therefore not an Economic Interest Holder (as defined in the Operating Agreement), (b) this Agreement and Consent to Admit New Member satisfies all the conditions of Section 3.2(e) of the Operating Agreement, and (c) Section 3.3(a)(iii) of the Operating Agreement does not apply to LinkedIn,
Effective upon such transfer, pursuant to Section 4.3 of the Operating Agreement, LinkedIn hereby appoints its Chief Executive Officer as its representative for all votes, decisions and actions that LinkedIn is permitted or required to make under the Operating Agreement, until such time as LinkedIn notifies the other member(s) of Degrees LLC in writing that LinkedIn has appointed a different representative, at its sole discretion. Each of the undersigned hereby consents to such appointment.
This Agreement and Consent to Admit New Member may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.
TRIBE NETWORKS, INC. | ||||||
By: | /s/ Xxxx Xxxxxx | /s/ Xxxx Xxxxxxx | ||||
Name: | Xxxx Xxxxxx | XXXX XXXXXXX | ||||
Title: | Chairman | |||||
Dated: | June 13, 2008 | Dated: June 13, 2008 |
DEGREES OF CONNECTION LLC | LINKEDIN CORPORATION | |||||||||||
By: | Tribe Networks, Inc., its Member | |||||||||||
By: | /s/ Xxxx Xxxxxx | By: |
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Name: | Xxxx Xxxxxx | Name: | Xxxxxx Xxx | |||||||||
Title: | Chairman | Title: | Chief Executive Officer | |||||||||
Dated: | June 13, 2008 | |||||||||||
By: | /s/ Xxxx Xxxxxxx | |||||||||||
Xxxx Xxxxxxx, its Member | ||||||||||||
Dated: | June 13, 2008 | |||||||||||
EXHIBIT C
FORM OF AGREEMENT AND CONSENT TO ADMIT NEW MEMBER
Reference is made to the Limited Liability Company Operating Agreement (the “Operating Agreement”) of Degrees of Connection LLC, a Delaware limited liability company (“Degrees LLC”).
In connection with the transfer by Xxxx Xxxxxxx of all of his membership units of Degrees LLC to LinkedIn Corporation, a Delaware corporation (“LinkedIn”), each of the undersigned hereby consents to such transfer and agrees and consents to the admission of LinkedIn as a “Member” and “Owner” of Degrees LLC for all purposes (including, without limitation, for purposes of the Operating Agreement). For clarity, (a) LinkedIn is not subject to Section 3.2(c)(i) of the Operating Agreement and is therefore not an Economic Interest Holder (as defined in the Operating Agreement), (b) this Agreement and Consent to Admit New Member satisfies all the conditions of Section 3.2(e) of the Operating Agreement, and (c) Section 3.3(a)(iii) of the Operating Agreement does not apply to LinkedIn.
Effective upon such transfer, pursuant to Section 4.3 of the Operating Agreement, LinkedIn hereby appoints its Chief Executive Officer as its representative for all votes, decisions and actions that LinkedIn is permitted or required to make under the Operating Agreement, until such time as LinkedIn notifies the other member(s) of Degrees LLC in writing that LinkedIn has appointed a different representative, at its sole discretion. Each of the undersigned hereby consents to such appointment.
This Agreement and Consent to Admit New Member may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.
TRIBE NETWORKS, INC. | ||||||
By: |
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Name: | Xxxx Xxxxxx | XXXX XXXXXXX | ||||
Title: | Chairman | |||||
Dated: | June , 2008 |
DEGREES OF CONNECTION LLC | LINKEDIN CORPORATION | |||||||||
By: | Tribe Networks, Inc., its Member | |||||||||
By: |
| By: | /s/ Xxxxxx Xxx | |||||||
Name: | Xxxx Xxxxxx | Name: | Xxxxxx Xxx | |||||||
Title: | Chairman | Title: | Chief Executive Officer | |||||||
Dated: | June , 2008 | |||||||||
By: |
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Xxxx Xxxxxxx, its Member | ||||||||||
Dated: | June , 2008 |
DEGREES OF CONNECTION LLC
ACKNOWLEDGEMENT
Reference is made to the following three agreements (the “Agreements”):
1, Limited Liability Company Operating Agreement of Degrees of Connection LLC, made as of September 22, 2003, by and between Xxxx Xxxxxxx and Tribe Networks, Inc.
2. Technology License Agreement, dated as of October 17, 2003, by and between Degrees of Connection LLC and Tribe Networks, Inc.
3. Technology License Agreement, dated as of October 17, 2003, by and between Degrees of Connection LLC and LinkedIn, Ltd.
Each of the undersigned members of Degrees of Connection LLC acknowledge that:
1. The Agreements were originally executed by them in 2003, but the undersigned members cannot locate the original executed copies of the Agreements,
2. The Agreements were re-executed by the undersigned on June 3, 2008, and the signature pages to the re-executed copies of the Agreements reflect the date of June 3, 2008.
3. Even though the Agreements were re-executed on June 3, 2008, the Agreements have been effective since the applicable 2003 dates set forth in the Agreements.
4. None of the Agreements have yet been amended,
This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument,
TRIBE NETWORKS, INC. | ||||||
By: | /s/ Xxxx Xxxxxx | /s/ Xxxx Xxxxxxx | ||||
Name: | Xxxx Xxxxxx | XXXX XXXXXXX | ||||
Title: | Chairman | |||||
Dated: June 13, 2008 | Dated: June 13, 2008 |