LinkedIn CorporationLinkedin Corp • November 7th, 2014 • 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.
Dealer Name] [Dealer Address]Linkedin Corp • November 7th, 2014 • 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.
