LinkedIn CorporationConvertible Senior Notes Agreement • November 7th, 2014 • Linkedin Corp • Services-computer programming, data processing, etc.
Contract Type FiledNovember 7th, 2014 Company IndustryLinkedIn 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]Call Option Transaction • November 7th, 2014 • Linkedin Corp • Services-computer programming, data processing, etc. • New York
Contract Type FiledNovember 7th, 2014 Company Industry JurisdictionThe 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.